If you would like any assistance with registering a holding company in South Africa (which is the same a normal Pty Ltd), please use the following link:

https://www.swiftreg.co.za/Swiftreg/p...

We at SwiftReg look forward to assisting you. We have a dedicated call center 021-595 44 33 (available during business hours) alternative please browser our website on https://www.swiftreg.co.za/index.aspx for more services.

And now for the video script... :)

In this video I am going to explain everything you need to know about holding companies or parent companies as some people refer to them. I’ll explain how the company group structure works and when you should consider registering a holding company.

To start let’s look at the definition of a holding company. The Oxford language defines a holding company as “a company created to buy and own the shares of other companies, which it then controls”

Therefore holding companies do not produce any goods or services, they simply holds assets. These assets are usually shares of other companies but they could also be properties, trademarks or patents. The key difference is that holding companies just hold assets while operating companies run the day to day operations of the business.

Registering a holding company is no different from registering any other regular company. In South Africa most holding companies are therefore standard (Pty) Ltds. The only difference is the purpose for which the Pty is registered which is to hold assets rather than trade and the fact that the holding company owns the shares of the trading company. Trusts and CCs can therefore also be holding companies, but it is important to remember that Trusts are taxed at a higher rate than companies and CCs are not as flexible in terms of shareholding as Pty’s. This is why Pty’s remain the preferred type of holding company in South Africa.

So why would people want to register holding companies? There are two main reasons, first to reduce risk by separating the asset away from the operating business and into a separate legal entity.

A typical example would be; if a restaurant owner owns the premises in which his restaurant operates. In this example it would be advisable for the owner to register 3 companies. Company A (the holding company) will own the shares of the other 2 companies. Company B will own the building and charge rent to company C which will own the operating company of the restaurant. This keeps the liabilities of the separate entities separated so that if company C fails, the assets in Company B are not impacted due to the limited liability protection.

The second reason why people own holding companies is it allows one company ownership and control over a number of different businesses. The best global example of this is the world’s number one investor Warren Buffet who’s company Berkshire Hathaway controls and owns hundreds of different companies. This control allows him to appoint directors through voting rights linked to his shares in the respective companies or subsidiaries.

We often meet enthusiastic entrepreneurs wanting to set up complex group company structures based on their grand ideas even before the intended businesses have even started. I understand their intention as they would like to get organised by putting the group company structure in place even before the respective businesses have started.

My advice is that you do not have to set up the group company structure from the outset as you can always add new operating companies as and when they get off the ground. In fact, you could even register holding company years after the operating companies are up and running and then transfer your shares of the operating company to the holding company. To register and maintain a group of companies is also expensive so only register the operating and holding companies one at a time and when it makes financial sense to do so.

From an accounting perspective a group company structure can be more complex than initially anticipated as companies can create loan accounts between each other by raising finance and transferring the funds between companies. This attracts interest and therefore has tax implications.

A group company structure can also be complex from an ownership perspective as the operating companies can have any combination of shareholders, not just the holding company. For example in the construction industry a new operating company is often created as a joint venture between different businesses for a specific project, usually a large civil engineering project and the shareholding of the joint venture is held by the respective holding companies.

I hope this video has been informative. As always remember WE ARE HERE TO HELP