What Is a Holding Company?
A holding company is a business entity—usually a corporation or limited liability company (LLC). Typically, a holding company doesn’t manufacture anything, sell any products or services, or conduct any other business operations. Rather, holding companies hold the controlling stock in other companies.
Although a holding company owns the assets of other companies, it often maintains only oversight capacities. So while it may oversee the company's management decisions, it does not actively participate in running a business's day-to-day operations of these subsidiaries.
A holding company is also sometimes called an "umbrella" or parent company.
- A holding company is a type of financial organization that owns a controlling interest in other companies, which are called subsidiaries.
- The parent corporation can control the subsidiary's policies and oversee management decisions but doesn't run day-to-day operations.
- Holding companies are protected from losses accrued by subsidiaries—so if a subsidiary goes bankrupt, its creditors can't go after the holding company.
Understanding Holding Companies
A holding company typically exists for the sole purpose of controlling other companies. Holding companies may also own property, such as real estate, patents, trademarks, stocks, and other assets.
This structure serves to limit the financial and legal liability exposure of the holding company (and of its various subsidiaries). It may also depress a corporation's overall tax liability by strategically basing certain parts of its business in jurisdictions that have lower tax rates.
Businesses that are completely owned by a holding company are referred to as "wholly-owned subsidiaries." Although a holding company can hire and fire managers of the companies it owns, those managers are ultimately responsible for their own operations.
Advantages and Disadvantages of a Holding Company
Holding companies enjoy the benefit of protection from losses. If a subsidiary company goes bankrupt, the holding company may experience a capital loss and a decline in net worth. However, the bankrupt company’s creditors cannot legally pursue the holding company for remuneration.
Consequently, as an asset protection strategy, a parent corporation might structure itself as a holding company, while creating subsidiaries for each of its business lines. For example, one subsidiary may own the parent corporation's brand name and trademarks, while another subsidiary may own its real estate.
Holding companies are also relatively easy to create or change. This makes it easy to take advantage of geographical differences in taxation regimes: If a certain jurisdiction has high business taxes, the holding company can simply relocate to a more business-friendly environment while continuing operations in the original location.
If a holding company is set up correctly, the debt liability of one subsidiary won't impact any others; if one subsidiary were to declare bankruptcy, it would not impact the others.
Holding companies support their subsidiaries by using their resources to lower the cost of operating capital. Using a downstream guarantee, the parent company can make a pledge on a loan on behalf of the subsidiary.
There are some disadvantages to owning subsidiaries through a holding company. For investors and creditors, it may be difficult to find an accurate picture of the overall financial health of the holding company. It is also possible for unethical directors to hide their losses by moving debt among their subsidiaries.
Holding companies can also exploit their subsidiaries, by forcing them to appoint chosen directors or forcing the subsidiaries to buy products from one another at higher-than-market prices. They may also force subsidiaries to sell products to one another at below-market prices.
In some cases, holding companies can even force their subsidiaries to lay off a large section of the workforce or plunder their acquisitions for saleable assets. Known as vulture capitalism, these strategies can have the effect of inflating the holding company's overall numbers at the expense of the subsidiary.
Pros and Cons of Holding Companies
Holding companies protect the parent company from losses by subsidiaries.
Holding companies can provide cheaper operating capital to their subsidiaries.
Parent companies can take advantage of regional taxation laws by moving the holding company and subsidiaries to different jurisdictions.
Holding companies can come with reduced transparency, making it harder for investors and creditors to assess the health of the enterprise.
Parent companies can abuse their subsidiaries by forcing them to trade with one another at non-market prices.
Parent companies can also force their subsidiaries to appoint chosen directors or change their policies.
Types of Holding Companies
Holding companies fall into different categories, depending on their business operations. Some only exist to hold a single subsidiary, while others may be engaged in other business operations. The different types of holding companies are explained below:
- Pure Holding Companies: A pure holding company is one that only exists as a vehicle for ownership of other firms. These companies do not participate in any other type of business.
- Mixed Holding Company: A mixed holding company is one that has its own business operations, in addition to managing its subsidiaries. Another word for this is a holding-operating company.
- Immediate: An immediate holding company is a company that owns other companies, but is itself owned by another entity. In short, these are holding companies that are owned by another holding company.
- Intermediate: Similar to an immediate holding company, these are holding companies that are also subsidiaries of a larger corporation.
Example of a Holding Company
An example of a well-known holding company is Berkshire Hathaway, which owns assets in more than one hundred public and private companies, including Dairy Queen, Clayton Homes, Duracell, GEICO, Fruit of the Loom, RC Wiley Home Furnishings and Marmon Group.
Berkshire likewise boasts minor holdings in The Coca-Cola Company, Goldman Sachs, IBM, American Express, Apple, Delta Airlines, and Kinder Morgan.
What Is the Purpose of a Holding Company?
A holding company is a financial vehicle for owning and controlling other assets, such as real estate, stocks, or companies. Using a holding company creates legal separation between the assets and the owners, and reduces the liability for the owners if one of the holdings encounters financial trouble.
How Do You Create a Holding Company?
To create a holding company, you simply need to file the articles of incorporation in the state or jurisdiction where you want to register the company. You will also need to identify the business agents managing the holding and operating companies. This can be complicated, so for companies with larger holdings it is worth engaging a lawyer.
What Is a Personal Holding Company?
A personal holding company is a company where 50% of the ownership stake is controlled by five or fewer individuals, and at least 60% of the company's income comes from passive sources.
The Bottom Line
A holding company is a type of business entity that has a single purpose—owning other companies. Some holding companies are large conglomerates, with arms in many different industries; others only exist to manage a single subsidiary. Holding companies can help protect their owners from losses, or they can also be used to reduce tax burdens.