How to create a holding and operating LLC?
Starting a small business as an LLC offers the benefit of limited liability protection, which means that corporate creditors generally cannot reach your personal assets if they take a debt to your LLC. If you are deeply concerned about the protection of your assets, there is one more step you can take: create holding companies and LLC operators.
What are LLC holdings and operations?
The holding and operating companies of the LLC are two separate LLCs that work together. Holding LLC owns all business assets which are then leased to the operating LLC for commercial use. The result is that the creditors of the incumbent LLC are unable to access the assets of the LLC holding company when they recover their debt.
How to create your business
To create this business structure, you need to create two separate LLCs in your state. Please follow the steps below:
- Choose separate names for holding and operating companies LLC.
- Create and file organizational items for each LLC at the appropriate state agency.
- Choose a registered agent for each LLC. (You can use the same for both.)
- Pay the registration fee required by your state.
- Create an operating agreement for each LLC.
- Obtain the necessary business licenses for each LLC.
Now that you’ve set up your business structures, you can start protecting your assets.
Remember that the purpose of this business structure is to protect a functioning LLC from creditors. For this reason, you wish to transfer all your business assets to the holding LLC. To do this, you need to create an Asset Transfer Agreement, which should include:
- Statement on the transfer of assets to the ownership of the holding LLC
- Signatures of all members of the holding LLC and owners of corporate assets
The next step in asset protection is the creation of a lease agreement that will allow the operating LLC to use the assets of the holding LLC. This contract should:
- A statement that the operating LLC has the right to use the assets
- Include the rental fees owed by an operating LLC to the holding LLC
- Be signed by all members of both LLCs
After following these steps, you can start running your business in the new facility, although there are some points you should keep in mind.
Fulfill your obligations
Once both LLCs are set up, it is important to keep them separate. Run them as completely separate companies. Make sure each LLC meets all state obligations when it comes to annual registration or tax taxes, as well as filing annual reports with the state agency.
Each LLC should keep separate books. If you are transferring funds from one LLC to another, you need to be accountable. If you pool the funds or do not keep the companies completely separate, it is possible that creditors can “pierce the corporate veil” and gain access to the holding’s assets as well as personal assets to meet the debts of the operating LLC.
This part of the site is for informational purposes only. The content does not constitute legal advice. Statements and opinions are those of the author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness or change in law.
LLCs are formed to protect assets and limit liability. The formation of a single LLC protects the owners (members) dalla responsabilità personale per debiti e obbligazioni di Sp. As long as the LLC is properly formed (including a solid operating agreement) and managed, creditors of the LLC can only look to the LLC’s assets to satisfy claims against the LLC. Creditors cannot require the members to pay LLC debts from personal assets.
If an LLC has a single asset, an LLC is often sufficient to provide liability protection. But what if the LLC has more resources? Most experienced real estate investors own multiple properties. Keeping these properties in one LLC opens them all to your responsibility. If an action relating to a property arises, the winning creditor can turn to other properties to pay the debt.
When an LLC has multiple businesses, liability protection can be enhanced by separating those businesses into different liability “containers”. The separation of assets helps to separate liability so that a creditor with a credit on one asset cannot also turn to other assets to satisfy the credit. A holding structure is the traditional way of separating assets into separate containers.
The holding structure
The holding structure aiuta a ridurre la responsabilità per ogni attività verso le attività. Here’s how it works:
- One LLC is organized to serve as the parent holding company.
- The owners of the company own all the shares of the parent company LLC.
- Separate LLC subsidiaries are formed to own each high-risk business (such as rental property) or line of business.
- The parent holding company owns the subsidiaries LLC.
- High-risk assets are transferred to the branches of the LLC.
In the example above, the real estate investor owns three properties (one commercial and two residential for rent). The investor creates four LLCs – one serving as the parent company of the LLC and three as a subsidiary of the LLC – and places the property in the branches of the LLC. In the event that a lawsuit is filed against a subsidiary of the LLC, plaintiffs can only examine the assets of the LLC. For example, if Property 1, LLC is successfully sued, the lender can expect the commercial property to satisfy the judgment. A lender cannot look at two residential properties that are owned by separate LLC companies.
The holding structure esiste da tempo ed è abbastanza comune nelle transazioni immobiliari. Compared to the LLC series (discussed below), the protection offered by the holding structure is relatively safe and valid in all states. As long as each limited liability company is properly constituted and managed, the legal protection afforded by the holding structure is well regulated.
Comparison with the LLC series
The LLC series is a relatively new form of LLC designed to provide protection similar to a holding structure but without the need to form multiple LLCs. Instead of forming a parent LLC and multiple LLC subsidiaries, real estate investors can form an LLC series and establish multiple series of businesses within the LLC.
The purpose of the LLC series is to separate assets so that the debts and obligations of one asset cannot infect other assets of the same company. Each series in the LLC series serves as a container of liability. The liabilities of a series are generally limited to the assets held by that series.
Series of LLC structures
You can read more about the LLC series in our LLC series discussion.
Free legal advice!
We provide free email advice to answer questions about LLC formation and domestication. Get help from a licensed LLC attorney today.
Advantages or advantages of holding companies
Advantages of holding companies
Here are the advantages of holding companies:
1. Ease of creation
Creating a holding company is easy enough. The promoters can buy shares in the open market. The consent of the branch partners is not required.
2. Big capital
The financial resources of the holding company and its subsidiaries can be cumulated. The company can undertake large-scale projects to increase its profitability.
3. Circumvention of competition
Competition between a holding company and its subsidiaries can be avoided if they operate in the same industry.
4. Economics of large-scale operations
The purchase and sale of a holding company and branches can be centralized. You can enjoy a quantity discount and better credit conditions thanks to bulk purchases. It can also get better deal from buyers when selling.
5. A kept secret
A secret can be kept because power and decision making are centralized. It can protect you from unwanted advertising.
6. Risk avoided
In the event that subsidiaries undertake risky activities and fail, the holding company is not affected by the loss. He can sell his shares in a subsidiary.
Defects or disadvantages of holding companies
Disadvantages of holding companies
The disadvantages of holding companies are as follows:
Since the capital of the holding and its subsidiaries can be pooled, this can lead to overcapitalization. Shareholders would not get a fair return on their invested capital.
2. Abuse of power
The financial liability of the members of a holding company is insignificant in comparison to their financial power. This can lead to irresponsibility and abuse of power.
3. Branch operation
The holding company can manage branches. Subsidiaries may have to purchase goods from the farm at high prices. They may have to sell their products to a holding company at very low prices.
Branch information can be used for personal gain. For example, information on the financial performance of subsidiaries can be misused for speculative activities.
5. Concentration of economic power
The management of the company is in the hands of a concentration of economic power. This concentration of economic power is detrimental to general economic well-being.
6. Secret monopoly
It can lead to the creation of secret monopolies. These secret monopolies can try to eliminate competitors and prevent new businesses from entering. They can take advantage of consumers by charging unreasonable prices.
What is a holding company?
A holding company is a business entity, typically 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, it is the holding companies that have a controlling interest in other companies.
Although the holding company owns the assets of other companies, it often retains only the supervisory capacity. Therefore, although he may oversee the management decisions of the company, he is not actively involved in the day-to-day operations of these subsidiaries.
La holding è talvolta indicata anche come "ombrello" o società madre.
- A holding company is a type of financial organization that holds a controlling interest in other companies called subsidiaries.
- The parent company can control the subsidiary’s policy and oversee management decisions, but does not conduct day-to-day operations.
- Holdings are protected from losses suffered by subsidiaries, so if a subsidiary goes bankrupt, its creditors cannot prosecute the holding.
Keep the company
The holding company usually exists for the sole purpose of controlling other companies. Holdings can also own properties such as real estate, patents, trademarks, stocks and other assets.
Enterprises that are wholly owned by the holding are referred to as “wholly owned subsidiaries”. Although the holding company may hire and fire managers of the companies it owns, those managers are ultimately accountable for their own actions.
The advantages of holding companies
Holding companies benefit from loss protection. If a subsidiary goes bankrupt, the holding company could suffer a loss of capital and a decrease in equity. However, the bankrupt company’s creditors cannot legally pursue the holding company for remuneration.
Consequently, as an asset protection strategy, the parent company can organize itself as a holding company while creating branches for each of its business lines. For example, one branch may own the parent company’s brands and trademarks, while another branch may own its real estate.
This tactic serves to limit the financial and legal exposure of the holding company (and its various subsidiaries). It can also reduce a company’s overall tax liability by strategically basing certain parts of its business in jurisdictions with lower tax rates.
If the holding company is properly constituted, the debt obligation of one subsidiary will not affect the other; if one subsidiary fails, the others would not be interested.
Holding companies can also be used to protect the personal property of the entity. In the case of a holding company, these assets are technically owned by a company rather than an individual who is consequently protected from obligations, lawsuits and other risks.
Holding companies support their subsidiaries by using their resources to reduce the costs of much-needed operating capital. Using the downstream collateral, the parent company can pledge a loan on behalf of a subsidiary. Ultimately, this can help companies obtain debt financing at a lower interest rate than they would otherwise be able to obtain on their own. Backed by the holding’s financial strength, a subsidiary’s debt default risk decreases significantly.
Example of a Keep the company
An example of a well-known holding company is Berkshire Hathaway, which has assets in over 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 also has minor stakes in The Coca-Cola Company, Goldman Sachs, IBM, American Express, Apple, Delta Airlines and Kinder Morgan.
How to start a new company or a branch of an existing company
An existing company or parent company may form a new company at any time as an independent subsidiary with management approval. A parent company may want to create a new subsidiary for a variety of reasons, including seeking new business paths while reducing risk.
Subsidiaries are independent legal entities, which means they are usually organized as a corporation or limited liability company (LLC). As a result, the process for starting a branch is the same as for any company, namely the preparation and submission of related incorporation documents in the state.
The parent company or limited liability company (LLC) controls the new company as the sole shareholder and retains the exclusive right to appoint the board of the subsidiary.
Step 1: Authorize the creation of a branch.
Convening a meeting of the board of directors or other property managers of an existing company to vote on the establishment of the branch. Record the results of the votes in the minutes of the meeting. If voting is by majority vote, draft a resolution to commemorate the decision and sign it to the president. File the minutes of the meeting and the resolution in the company’s records.
Step 2: Select the type of business entity for your new business.
It is necessary to set up a branch as a corporation or LLC as these two types of entities have independent legal status to establish separate responsibilities for the two companies and an ownership structure that allows an existing company to own all the shares in the branch.
This decision has serious tax implications, so you should consult your accountant or attorney to make the best decision.
Step 3: Prepare the articles of association of the company in accordance with the state law.
Select the state in which you want to start a new business. Please refer to the state commercial paper for instructions on how to prepare a company card or LLC card.
Each state has similar requirements for these documents, which include choosing a unique name for the new company and providing the address of the company and registered agent to receive official mail on behalf of the company.
Indicate in your articles that the existing company is the sole shareholder or owner of the new company and include a provision prohibiting changes to the articles by anyone else.
Step 4: Submit your training document and share with status.
Most states accept new business applications through the office of the Secretary of State. Check the website for detailed application instructions and downloadable versions of the authorized foundation and organization templates. Attach the appropriate rate to your application.
A new company is created after the state has approved the application.
Step 5: Invest in a new business.
Transfer assets to a branch so they can start the business. This preliminary allotment should be in exchange for the company’s shares in the subsidiary.
If you wish to raise capital through a private equity offering, you must follow the relevant Securities and Exchange Commission (SEC) rules governing the process.
Register the transfer in the subsidiary’s accounting system, crediting the parent company’s capital account.
Step 6: Develop the branch charter and clearing agreement.
The articles of association contain the guidelines for the functioning of the internal operating procedures of the new subsidiary. Designate a process that the parent company will use to appoint or replace directors on the board of a subsidiary and prohibit changes without the approval of the parent company.
You should also draft an indemnity agreement to protect management from the company’s obligations.
Step 7: Install the initial board.
This board of directors will manage the subsidiary as an independent entity. The parent company will continue to control the composition of the management board, which will also allow it to maintain control of the subsidiary.
After the card is installed, the parent company has a fully functional subsidiary.
This part of the site is for informational purposes only. The content does not constitute legal advice. Statements and opinions are those of the author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness or change in law.
A holding company can provide your business with additional liability protection, but it can also increase complexity and liability.
Le holding sono spesso chiamate società "ombrello" perché proteggono le filiali sotto di esse.
Understanding a Keep the company
The holding is essentially a parent company which does not carry out any economic activity. Instead, a holding company exists to own a controlling interest in one or more companies along with the company’s core assets such as office buildings, factories, machinery, intellectual property, investment securities, and other equipment and materials.
A branch of a holding company is called an operating company. This company is responsible for the day-to-day operations of the company. The operating company will hire employees, sell products and provide services to customers. Often, operating companies lease equipment or facilities from a holding company to perform their functions.
Are you a multi-company entrepreneur?
Anyone can set up a holding company to control their corporate assets. However, those who own multiple businesses will often find this structure even more advantageous than those who own a single business. This is because many companies increase the potential for liability and loss. Holding offers a way to organize your business under one umbrella, providing protection against financial and legal liability for each individual company and for you as the owner.
Advantages of Having a Keep the company
Asset protection jest prawdopodobnie najważniejszą zaletą struktury holdingu. By keeping the bulk of your business’s assets at the holding company level, you can effectively shield these assets from the liabilities of your operating company. This means that if the operating company is sued or goes bankrupt, the majority of your business’s assets will be protected within the holding company.
Low interest rates
As a holding company grows, it can be a source of financial strength for its subsidiaries. With a holding company’s backing and guarantee, a subsidiary company may be able to get better interest rates on debt financing than it could on its own.
A holding company allows a business to organize and label various lines of business. This can be helpful in creating better name recognition, targeting your marketing efforts, and strengthening customer relationships.
If there are multiple companies in a holding company, it may be possible to file a consolidated tax return, which may result in less total tax liability. Furthermore, a subsidiary can, in principle, pay dividends to its holding company tax-free. This allows entrepreneurs to defer the payment of taxes on profits until they decide to withdraw money from the holding company.
Disadvantages of Having a Keep the company
Additional paperwork and complexity
Setting up a holding company means creating an additional company from scratch. This means, among other things, one more company that is worth completing the formalities and opening bank accounts. It takes time and increases your expenses.
Possibility of error
Along with more paperwork and the need to completely separate different accounts, assets, and transactions, there is a greater chance of typing or other errors. This can put your company’s limited liability protection at risk. It is important to ensure that you follow all relevant policies and procedures correctly to avoid losing any collateral created by the holding company.
How Do I Start a Keep the company?
Creating an LLC holding company involves many of the same steps as starting a typical LLC business. The main difference is making sure that the bulk of your business’s assets wind up under the control of the holding company. The following steps describe the general process.
Choose a registered agent and file a charter in your state. You can also consider the tax benefits of registering your LLC in a state other than yours.
Open a new bank account for the holding company.
Example of a Keep the company Structure
Le holding sono spesso chiamate società "ombrello" perché proteggono le filiali sotto di esse. For example, a bicycle helmet company may be set up by a holding company that owns the factory, machinery and any patents on the helmets (plus a share of the operating company), while the operating company pays to use the factory to produce helmets and hire workers to sell them. Since the operating company doesn’t actually own any of the business’s assets, if it were to be sued by a customer who sustained a head injury in a bike crash, the holding company’s assets would be protected in the event of a court-ordered payment or a settlement.
Ultimately, the answer to whether your LLC should have a holding company depends on its unique characteristics and circumstances. As you can see, a holding company can offer your business additional liability protection, but it can also add complexity and liability. Along with taking a close look at your LLC’s finances, operations, and goals, it can be beneficial to consult with qualified tax and legal professionals before making your decision.
Companies that have developed significant assets often choose to hold those assets in a separate, sometimes subsidiary, company. This can provide liability, tax and organizational benefits. From real estate and equipment to intellectual property, many large and small businesses are organized into a series of interrelated businesses.
Liability protection and tax mitigation are the main reasons companies keep businesses in a separate company. It can protect your company’s assets from operational liabilities. The holding company is not responsible for any of the firm’s activities and therefore responsibility for the firm’s operations is less likely to reach the holding’s assets. Additionally, the nature of income changes, resulting in potential income tax savings.
The owners of the business that owns the assets are not necessarily the same as the owners of the business. Often the assets are held by a group of investors who lease these assets to an operating company. In other cases, the holding is a company wholly owned by the parent company and the activities are carried out through another subsidiary. Large companies like Berkshire Hathaway operate in this model.
Different business structures have different taxes, so keeping company assets in one structure and placing operations in another can have tax advantages. Discuss the details of your setup with legal and accounting experts to determine the best path for your trades. Especially if your business accepts money from outside investors, they may have specific structures that they prefer for convenience, liability, and tax purposes.
Organizing business operations in separate buckets also keeps financial records clean and can help you manage different tasks separately. A larger manufacturer and distribution company can separate these two functions into separate entities and allow everyone to operate and grow independently. A smaller service company starting a separate product line may want to create their product as a separate company to keep the revenues and operations of the two separate.
Setting up a holding company is similar to setting up any other company. Submit constitutional documents to the Secretary of State, accept an operating agreement or law, and receive an EIN from the IRS. The details in your operational records will vary depending on the purpose and structure of your business, whether you have a parent company with branches or whether the investors with assets are different from those doing business. Engaging a lawyer to help you structure your business, prepare documents and transfer resources will help you maximize the benefits of this structure. The attorney will also provide you with an operational roadmap for the future of the company.
Starting a Keep the company
Investment holding companies, as the name suggests, exist solely for the purpose of holding investments. Holding companies do not offer any products or services to the public, including financial planning services. Le holding sono essenzialmente uno strumento per gli individui o i partner per effettuare investimenti personali sotto l’egida di uno studio legale, aggiungendo un livello di protezione della responsabilità per investimenti altamente speculativi o facilitando il trasferimento di più attività finanziarie nella pianificazione patrimoniale. You can start your own investment holding by creating a strategy and completing relevant documentation.
Create an initial investment strategy. Determine exactly what types of investments you want to keep. Investment holdings may invest in stocks, bonds and other securities, as well as real estate, annuities, loans and other alternative investments. Create a balanced portfolio plan by insuring your preferred risk with inverse value correlation investments. The decisions you make at this stage will influence the decisions you make in the next steps.
Choose the form of organization of the company. The types of investments you choose to keep will affect the ideal form of organization for you. As mentioned, if you plan to own highly speculative and highly indebted investments such as real estate and foreign currencies bought on margin, then seriously consider choosing a form of organization that offers liability protection such as a limited liability company or S-corporation. .
Register your company in your state. Submit the registration documents required for your chosen form of organization. Contact your secretary of state for guidance on the exact documents and procedures required for your type of business.
Ask your state secretary of state about any licensing requirements for holding companies in your state or go to the Small Business Administration Licensing and Commercial Licensing page on their website for a list of state licensing authorities (see Resources).
Get funding to start your business. The amount of funding you will need will depend on the decisions you made in the first phase, as well as the ambition of your development plans. For example, if you plan to own mostly real estate, you may need to get larger mortgages from the same lender at the same time. If you plan to favor stocks, you can start with a small bankroll and move up, or start with a larger bankroll to apply your proven strategy on a large scale right away.
Build your starting portfolio. With your starting capital in hand, buy your starting money based on your asset allocation plan. At this point, you are officially ready to go. Continue to monitor your investments, using capital gains and other investment income to gradually finance your ever-larger investments.