Exploring holding companies: how they work and why they matter

ARTICLE | March 22, 2024

In the corporate world, the phrase "holding company" often brings to mind visions of large conglomerates overseeing numerous businesses. While often associated with massive corporations, holding companies are not exclusive to them. 

Holding companies offer numerous advantages, from tax efficiency to liability protection and privacy. However, these advantages come paired with challenges and complexity. Their strategic use can help entities achieve specific operational and financial goals, but they require diligent planning and keen legal and financial insight. 

What is a holding company, and how does it work?

A holding company, sometimes referred to as a parent or umbrella company, is a business entity whose primary function is to own controlling interests in other companies, referred to as subsidiaries. Instead of manufacturing, selling products or services, or conducting other operational practices, a holding company focuses on the ownership and management of its subsidiaries. These subsidiaries may stretch across various industries, effectively diversifying the holding company's investment portfolio. 

An entity can become a parent company through two primary routes: 

1. Founding a new subsidiary and holding onto a portion or all of its shares, or

2. Purchase voting stock or shares in an existing company. 

A parent/subsidiary relationship can be formed with as little as a 10% stake in the subsidiary, but securing over 50% of a company’s voting shares ensures more substantial control. When a parent company holds 100% of the voting shares, the subsidiary is considered a wholly-owned subsidiary, indicating complete ownership and control by the parent entity. 

Types of holding companies

Holding companies come in various forms based on their business operations: 

• Pure holding companies exist solely to own other businesses and do not participate in other business activities. 

• Mixed holding companies have their own business operations while controlling other businesses. When such companies control subsidiaries in entirely different industries, they are termed conglomerates. 

• Immediate holding companies own shares in subsidiaries and are themselves a subsidiary. Their main role is to directly control one or more subsidiaries, acting as a bridge for the parent holding company to exercise oversight and strategic control. 

• Intermediate holding companies function as both holding companies and subsidiaries. However, unlike immediate holding companies, these companies are specifically used to enhance privacy. They are often formed in jurisdictions that relieve them from disclosing certain financial details. This enables them to protect financial information and strategic decisions from competitors and the public eye.

Advantages of holding companies:

Each type of holding structure is designed to fulfill specific operational roles, capitalize on a suite of benefits that enhance corporate efficiency and financial performance, and reduce risks. 

Liability protection

One of the most significant advantages of holding companies is liability protection. By structuring each subsidiary as an independent legal entity, a holding company ensures that the debts and obligations of one subsidiary are isolated to that specific entity. This framework shields both the holding company and its other subsidiaries from direct financial risk. 

If a subsidiary faces legal challenges, the legal system typically does not permit plaintiffs to target the assets of the holding company or its other subsidiaries (although this can happen in certain circumstances). This legal separation is most effective when the subsidiary in question operates autonomously, essentially negating any liability on behalf of the parent entity. 

Asset control

Holding companies also provide a cost-efficient way of controlling assets. They only need to purchase a controlling interest, not the entire equity, of a subsidiary. This allows them to control a company and its assets at a lower cost. For small business owners in particular, this strategy can extend control across multiple entities with minimal financial outlay, potentially maximizing their investment’s reach and effectiveness. 

While a holding company may acquire a controlling interest for as little as 10% of a subsidiary’s equity, purchasing more equity typically translates to greater control over the subsidiary’s operations and strategic decisions. 

Tax advantages

Holding companies can offer tax efficiencies as well. By strategically placing parts of the business in jurisdictions with lower tax rates, the overall tax liability can be significantly reduced. However, centralized control and management can potentially result in states requiring unitary filings or related company expense add-backs, which can reduce the state tax benefits. 

Holding companies with at least an 80% interest in their subsidiaries can leverage the financial interplay between subsidiaries by filing a consolidated tax return if all entities are taxed as C-Corps. Specifically, the losses incurred by one subsidiary can be offset against the profits of another, lowering the collective tax obligations of the corporate group. These benefits can also be leveraged in pass-through structures using disregarded entities. 

Management flexibility

Holding companies provide a unique advantage in terms of management flexibility, allowing for centralized oversight across diverse business units. This centralized management enables a parent company to maintain a cohesive strategy while allowing subsidiaries to operate with a degree of autonomy. 

When a parent company acquires subsidiaries, they can choose to retain the existing management team. This continuity is often a selling point for owners of potential subsidiaries when deciding whether to join a holding company structure. 

The structure of a holding company allows it to engage selectively in the operations of its subsidiaries, usually limiting its involvement to strategic decision-making and performance monitoring. This setup permits the subsidiary managers to continue in their roles, managing the day-to-day operations independently. And the owners of the holding company can benefit financially from their investment without the need to significantly increase their management responsibilities. 

Privacy

In many jurisdictions, the details of a business owner, such as their name, address, and phone number, must be disclosed and are available to the public. This transparency, while intended to foster trust and accountability, can sometimes be a privacy concern for individuals.

To navigate these privacy challenges, some owners establish an anonymous LLC in a state that champions privacy protections, using the LLC as a holding company. This holding company can then own entities in states where this privacy is not guaranteed. 

Disadvantages of holding companies

While holding companies offer a range of strategic advantages, they also present several challenges. The formation and compliance costs can be significant, especially if the holding company controls multiple subsidiaries. 

Overseeing subsidiaries that operate in different industries and locations introduces a high level of complexity. This diversity requires holding companies to possess or develop expertise in multiple fields, understand different market dynamics, and navigate distinct legal environments. Effective management demands a robust framework for governance and strategic planning to ensure cohesive operations across the group.

Likewise, the potential differences in jurisdictions can add layers of complexity. Potential pitfalls include the risk of adverse changes in local laws, challenges in compliance across different legal systems, and the intricacies of international tax planning. The wrong jurisdictional choice, or shifts in what jurisdictions offer due to changes in law, can create significant challenges, underscoring the importance of strategic jurisdiction selection and the need for ongoing vigilance regarding regulatory changes.

Finally, there is potential for management challenges with minority owners when a holding company does not fully own its subsidiary. These situations require careful balancing of the parent company's strategic objectives with the rights and expectations of minority shareholders. Conflicts may arise over decisions regarding the subsidiary's direction, operations, or financial management, requiring skilled negotiation and sometimes complex legal arrangements to resolve disputes.

Common entity combinations and why they’re used

The choice of entity type for both the holding company and its subsidiaries can significantly impact operational flexibility, tax obligations, legal liability, and the ease of raising capital. The combination of entity types plays a strategic role in how businesses structure their operations for optimal benefit. 

Here’s an overview of some common strategic structures involving a range of entities illustrating how holding companies are used to achieve specific goals:

LLC Holding a C-Corp

This combination is particularly appealing for holding companies seeking the tax advantages and management flexibility of an LLC while also capitalizing on the enhanced fundraising capabilities of C-Corps. 

While LLCs can issue membership interests (akin to stock options in corporations), C-Corps are traditionally favored for larger-scale fundraising. This is primarily because C-Corps can have an unlimited number of owners and the ability to issue multiple classes of stock. Also, C-Corps are not pass-through entities, meaning investors aren’t “on the hook” for the debts and obligations of the corporation. This isolates liability within the C-Corp, but dividends can be paid out to the LLC holding company, which will then flow through to the LLC owners accordingly.

It's not uncommon to see this combination in the real estate industry, where a holding company might leverage LLC benefits for tax purposes and limited liability while owning a C-Corp that handles specific operations such as property acquisition, development, or management. This arrangement effectively delineates various risk profiles and operational tasks.

C-corp Holding an LLC

This setup offers many of the same benefits as an LLC holding a C-corp, merely in reverse. The parent company benefits from the capital-raising powers of a C-corp while taking advantage of the LLC’s pass-through taxation for subsidiaries. It's an effective strategy for businesses, particularly large manufacturing firms, seeking to separate new ventures or product lines into distinct entities for better operational flexibility and risk management, all while maintaining the ability to raise funds efficiently.

In this arrangement, a C-Corp, which is typically subject to corporate income tax, owns an LLC subsidiary. This ownership structure can provide tax benefits, such as the possibility for the C-Corp to deduct the LLC's business losses against its other income, enhancing the parent company's overall tax position. Additionally, the capacity of a C-Corp to issue various types of stock offers significant advantages in funding expansions or acquisitions. When the LLC is a single-member entity owned by the C-Corp, it is considered a disregarded entity for tax purposes, meaning its revenues and expenses are directly incorporated into the parent C-Corp’s tax filings. This setup not only simplifies the tax reporting process but also allows for the strategic use of LLCs to manage specific business activities or assets with the financial and capital-raising benefits of the C-Corp structure.

S-Corp Holding an LLC

This structure is well-suited for professional services and small business ventures, such as accounting, law, and consulting firms, that aim for effective tax planning and asset safeguarding while keeping different business activities compartmentalized.

An LLC owned by an S-Corp is treated as either a disregarded entity or a partnership for tax purposes, contingent on the LLC's membership structure. This streamlines tax reporting, as the LLC's income, deductions, and credits are passed through to the S-Corp and then to its shareholders. 

The subsidiary LLC benefits from less formal governance structures and an extra layer of liability and asset protection, distancing the S-Corp from direct operational risks. For instance, owners may transfer assets out of the parent S-corp into the LLC to shield them from potential financial troubles faced by the parent company. 

When the LLC is taxed as a partnership, this configuration allows for more strategic profit distribution practices. Unlike S-Corps, where profit distribution is tied to the proportion of each shareholder's ownership, LLCs offer the flexibility to allocate distributions based on various criteria, including profit-sharing with members who make non-monetary contributions to the business. 

Evaluating the holding company model

Holding companies present an intriguing model for business owners and investors seeking diversified portfolios, liability protection, tax benefits, and more control over assets. 

However, their complexity and management challenges necessitate careful strategizing and planning. Ensuring compliance with all relevant laws and regulations requires professional assistance and ongoing maintenance. 

Before deciding to form a holding company, it's essential to weigh the potential benefits against the possible disadvantages and seek legal and financial advice to make an informed decision. Despite the challenges, holding companies can be a powerful tool for financial growth and risk mitigation when used effectively.

If you’re considering a holding company structure and would like personalized guidance, please contact our office. Our expert advisors are happy to discuss your unique situation to ensure your entities are structured for optimal growth and security.