What is a holding company in the UK?

Why do companies set up holding companies?

The meaning of a holding company can vary depending on the context of its use. However, the Companies Act, describes a company as a holding company, if:

  1. It holds the majority of the voting rights in its subsidiary company; or
  2. It is a member of its subsidiary company and holds the right to appoint or remove a majority of its board of directors.

To put it simply, a holding company does not produce any goods or services by itself; instead, its main purpose is to own shares of other companies to form a corporate group. Therefore holding companies play a vital role in reducing the risk of the owners. Another benefit is that holding companies can have the ownership and control of several different companies.

The real purpose of a holding company existence is to control another company; this company could be a corporation, limited partnership or limited liability company. Apart from this, it can also own assets such as real estate, patents, trademarks, stocks and other assets. When a business is 100% owned by a holding company, then it is termed as a ‘wholly-owned subsidiary’.

By owning assets, holding companies allow individuals to protect their personal assets and free them from the liability of debts, potential lawsuits and any other possible risks.

Holding companies are limited by shares and deal specifically with assets, investments, intellectual and real estate property and its management.

What is Holding Company?

Advantages of a Holding Company

Setting up a holding company has many advantages, such as:

  1. Minimising risk: The best way to set up a holding company is to structure it in a way that minimises the risk of its subsidiary companies and can disperse its assets through its subsidiary companies and therefore protects the subsidiaries from the risk of bankruptcy.

    For example, if one of the subsidiary companies goes bankrupt, the creditors can receive their due remuneration only from that subsidiary company and not from its holding company. To save itself from major risk, a multinational company should structure itself in a way that one subsidiary owns its brand name and trademarks, another subsidiary owns its real estate, and another subsidiary owns its equipment and so on. So that in the case that one of the subsidiaries goes bankrupt for whatever reason, the business keeps on going. Also, this structure limits tax liability.

  2. Hold property and use it: A holding company does not produce goods and services but can hold assets both tangible and intangible such as intellectual property, land, buildings, trading stock etc. Also, it can make its individual investment decisions and can use its property to its benefit and for the benefit of its subsidiary companies.

  3. Control over its subsidiary companies: A holding company, by its definition, has control over its subsidiary company which means that it has a say in the management of its subsidiary company and, if required, can hire or fire its managers and directors.

  4. Protection of the property: It’s highly recommended to place your assets, such as intellectual property etc., into a holding company to ensure the longevity of your business. Also, doing so ensures that in the case of liquidation, it will provide protection to your assets and property.

  5. Flexibility to engage in risky investment opportunity to the advantages of its shareholders: One of the main features of the holding company is to protect its subsidiary companies and can give you the opportunity to try out riskier investment opportunities while protecting that risk from other parts of the company. This can give you more flexibility for the growth and development of the overall company.

  6. Tax planning: UK law allows you to set up a holding company in another country with a relatively lower corporate tax rate as compared to the UK; also, it has lower tax rates as compared to a trust.

    A holding company can be exempt from VAT taxable supplies if its functions are as below:

    • Disposing of shareholdings in subsidiaries;
    • Defending itself and its subsidiaries from takeovers;
    • Receiving dividend payments from the shareholdings;
    • The acquisition of shares in subsidiaries.

    Since HMRC does not observe listed functions as taxable supplies, any holding company with these functions are not liable for VAT. Apart from VAT exemption, holding companies can also enjoy tax exemption on their dividends if their annual turnover is less than £10,000,000.

    Also, a holding company can take the benefit of corporate tax exemption on its earnings from the sale of shares in its subsidiaries. However, to enjoy the substantial shareholding exemption, certain conditions need to be met:

    • The subsidiary company cannot indulge in substantial non-trading activities;
    • both the trading and the subsidiary company must be involved in trading both before and after the sale of the share;
    • the holding company must own the share of its subsidiary company for at least a year before selling it off.
  7. Succession Planning: One of the main advantages of setting up a holding company is that it ensures the continuation of the business, even if it comes at the loss of its key people.

  8. Directors of each company act in the best interest of their business: The holding company and its subsidiaries are separate legal entities with their own set of directors, having their own defined set of responsibilities. This means that each Board of Directors acts in the best interest of their company. So the Board have the autonomy to make decisions, and they cannot make decisions or act in the interests of a third party company.

  9. Thinking ahead about selling the business: Setting up a holding company can be good for a future sale. Planning ahead shows your foresight as you may not want to sell your entire company but may sell its parts or subsidiaries strategically and at different times. It can be advisable to sell the shares of a limited company rather than selling its assets.

However, like every other thing in life, a holding company also has its own share of disadvantages,such as:

  • It is easier to dissolve a holding company as compared to a single merger business.
  • Additional administration of a holding company and subsidiary company gives it a more complex set of administration challenges.
  • The Conflict between the holding company and subsidiaries – often holding companies want to influence the subsidiary companies policies and decisions, and this can lead to management conflict at times.
  • The cost of setting up the structure can be expensive, but with the right tax advice and tax savings that the structure attracts, a holding company structure could save money.

How to Register a Holding Company?

To register your company as a holding company, it must fulfil certain legal requirements, such as:

  1. The main company or the parent company must own more than 50% of voting rights in its subsidiary companies.
  2. The main company or the parent company is a member of its subsidiary companies and holds the right to fire or hire the managers or directors if required.
  3. The main company or the parent company is a member of its subsidiary companies, and in accordance with the agreement of shareholders, it holds the majority of voting rights in the subsidiary companies.

The process to register a holding company is similar to registering other private limited companies, and you’ll need the following details to register a holding company in the UK:

  • Name of the company;
  • Its registered address;
  • Name and details of at least one director and shareholder;
  • The Articles of Association and Memorandum of Association
  • Details of shares given to shareholders, if any;
  • Information about people with significant control;
  • If you wish to use sensitive words in the name of your company, you need to have supporting documents for this.

Once you have all the information in hand, you can submit your application to Companies House online (or dns can do this for you). Generally, if everything is in order, the company will get registered within three working hours. A confirmation email will be sent to your registered email address.

Although you can register a holding company yourself, it is advisable to seek professional advice first and register it through an accountant or company formation agent such as dns.

One of the major decisions in setting up or registering a holding company is to decide the right location because you’ll need to consider the financial, logistical, business and operational requirements.

Also, consider which jurisdiction your holding company will fall under to consider factors such as taxation of incoming dividends, corporation tax on received dividends and taxation on ongoing dividends.

It’s vital to seek advice before setting up a holding company and subsidiaries to ensure that you avoid any unnecessary tax charges or surprises. At dns we have a specialist tax team that can advise you on the best structure to obtain the best tax advantages of your holding company. Book a free consultation now to find out more about holding companies and subsidiaries and the tax advantages you can gain.

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