Holding Companies Explained - Protect Assets and Enable Tax Strategies

Learn to buy a business at www.BusinessBu...
Sign up for my email list and find past videos and blogs at www.DavidCBarn...
Related Article:
How Holding Companies Work.
I received a few questions about holding companies.
What are they?
What do they do?
How are they special?
How would I take advantage of them?
Just to make it easy… I made some slides on PowerPoint to illustrate a few points on this week’s video: • Holding Companies Expl...
Learn how to buy an already-successful and profitable business even in the covid-recession of 2020: www.BusinessBu...
Book a call with me at www.clarity.fm...
Stop missing my videos and other news. Join my email list here: www.DavidCBarn...
business broker holding company small biz entrepreneurship small business

[@CdnElJefe]

I attempted to buy a company a few years ago. I was going to purchase the original location and then we were going to open a second location he would own in another city. It wasn't until I had been there a few months and we were finalizing the final purchase agreements that I found out that he personally owned the shares of the operating company, thus would have to pay personal income tax on it, which would have cost him almost $200,000 more in taxes. So I suggested Just doing an asset sale to lesson his tax obligations. Thats when I found out about a personal line of credit he had maxed out, and that all the business assets had a lien against them. I ended up having to end the purchase proceedings. Still cost me around $70k in funds I had put into lawyers, accounts, money spent on the business while I was integrating and lost income from leaving my job. That experience imprinted the importance of proper business structure.

[@DavidCBarnett]

Thanks for sharing this. So few people share the stories of when things go wrong.

[@CdnElJefe]

@@DavidCBarnett Definitely learned a lesson that when you think you’ve done enough due diligence, do a little more. And trust your gut earlier when if you get any uneasy feelings. Three years later I’m swinging again at acquiring another business haha

[@achristianson4059]

Good way to prenup protect a real estate portfolio and business interest if any. I’m about to build my first home for rental and as I add to more, eventually I’ll create the LLC for property management and roll up reported taxes and ownership to the holdings umbrella. As for my non 401k and Roth IRA accounts, those are exposed but I’ll hold and manage other equities portfolio within the holdings company which will be untouchable. The only exposure is once I pay myself as a wage/bonus which becomes marital property but she can’t ask or challenge the holdings company since it’s a separate entity which she’ll agree to in the prenup. An ironclad catch all . I’ll continue to add value in the holdings company and I’ll payout as much as I need but doing what I need to protect my life’s work. And yes, even the house I live in is owned as a property from the holdings co. It’s a perk provided as ceo of my holdings .

[@DavidCBarnett]

Sounds like you have a plan and a good accounting/ legal team in place.

[@adventuresona700dollarhard5]

Why are you telling us this?

[@britneythao]

Sounds like you are treating your spouse as a opponent rather than a partner or teammate. Good luck with your marriage.

[@doggychops7304]

@@britneythao a woman would obviously say that. Men have no rights in divorce court. Use your common sense.

[@MOTIVATIONBYDAR]

@@britneythao It’s actually really smart as everyone should be aware that sometimes your spouse does only turn out to be there too only get things out of you so protect your assets.

[@jgreengo151]

Really do appreciate your effort and time to educate us on this subject you are a blessing 🙏🙏🙏

[@DavidCBarnett]

Thanks K.

[@sergebilan2232]

Very thorough and simple at the same time explanation of how to form a holding company

[@DavidCBarnett]

Thanks Serge!

[@lyndellmoore1696]

Great presentation! People think Sears is the dying retailer store, but it’s just one division of Sears Holdings which has many other profitable business worth much more than the retail stores. Kenmore, Diehard, Sears Home Services etc

[@DavidCBarnett]

Great observation Lyndell. You see this kind of stuff all over the place.

[@lyndellmoore1696]

@@DavidCBarnett all the debt of the Sears and Kmart Retail division was separated from the other assets like the real estate and other profitable subsidiaries, they had no debt and the retail NOL’s and losses go Up to ESL (our parent) so the SHLDQ stock can not be wiped out because the profitable no debt subsidiaries (Sears Home Services, Kenmore, Diehard, Kenmore, Innovel solutions) are worth many Billions of dollars more than the remaining left over retail debt. (That our parent ESL wasn’t owed) * The dying retail division liquidated and recovered 90 cents on the dollar, but the Public thinks Sears and Sears Holdings, Inc are equivalent. The SHLDQ stock is .30 cents but worth over $20 a share, Bonds are worth par plus interest. Sears Holdings is doing a 368(a) tax reorganization.

[@samtavoosian3059]

@@lyndellmoore1696 thanks for sharing this

[@cgiraffe9]

@@lyndellmoore1696 This breakdown was absolutely amazing! I would love to learn more from you on the topic!

[@MDavidoff]

Great job explaining the structure. Very few CPAs can provide such insight

[@DavidCBarnett]

Glad it was helpful!

[@victor7530]

Thanks for the information David. There is a lot here. I always 'like' your videos.

[@DavidCBarnett]

Thanks Victor. I appreciate that.

[@HopeProphecy]

Clarification question: if I want a Wyoming Holding LLC to manage a subsidiary LLC, do I have to set up my subsidiary as MEMBER-managed (by the holding LLC)? or can it be MANAGER-managed (by the Wyoming Holding LLC)? Assuming both LLCs are single-member, would there an advantage to either option? Thanks.

[@DavidCBarnett]

What an awesome set of questions for your attorney and CPA. I am neither, but from what I understand, a big part of the conversation is also about where the business activity will actually be performed. Sketch out the business operations that you intend to do, then spend the money on advice from people who know and can dig in to your specific situation. This is not the kind of thing you DIY with advice from KZbin videos. Cheers and good luck.

[@FamilyPastors]

Thank you. We are looking at making some of these corporate structures in our church. Your glow charts are very helpful!

[@DavidCBarnett]

Interesting. Be sure you don't befoul any guidelines or rules about charity or non-profit status in your jurisdiction. Get good local help. Cheers.

[@HopeProphecy]

How would I pay myself in a structure with a single-member holding LLC (S-Corp) that owns my operating LLC, of which I’m the only owner and employee? How can this be done without piercing the corporate veil and losing asset protection, while still seeing the tax benefits of an S-Corp? Which LLC would handle payroll and how would dividends be distributed? Thanks!

[@DavidCBarnett]

Wow, these are great questions for a CPA. If you work full time for the operating company, that's where your pay should come from. The holdco doesn't have any operations, why would it have a payroll? If your salary came from it, then it could be argued that the holdco is operating in some way with respect to your daily activities. A lawyer suing you would love this. *not a lawyer, not legal advice, not a cpa, not tax advice. ;)

[@HopeProphecy]

@@DavidCBarnett thanks! That makes sense. So, if the operating company (disregarded entity) handles payroll, then the money would still flow up to the holding company (S-Corp), who could also receive dividends?

[@ExploreYourPossibilities]

Thanks a lot David! I'm planning some next steps & this gave me a great insight on what to consider before doing so 🤗

[@DavidCBarnett]

Glad it was helpful Patricia.

[@mattmorrow7685]

Great Video, Super clear and easy to follow along. Examples are easily relatable. Thanks for sharing

[@DavidCBarnett]

Glad it was helpful!

[@omarpalacios509]

Great information. Thanks!

[@DavidCBarnett]

Thanks Omar.

[@keshazaffino4884]

Who are the members of the holding company? I know that the holding company is the sole member of the operating company but who/what entity makes up the membership of the holding?

[@DavidCBarnett]

Well, whatever you want. You, you and investors, family, other strategic partners, etc.

[@jajajaja2624]

Fantastic information just what I been looking for. I will be in contact

[@DavidCBarnett]

Glad it was helpful!

[@AndrewEydt]

Great insight David - helps me to better picture possible structures...

[@DavidCBarnett]

Thanks Andrew, glad you're enjoying these.

[@pinxuanliu6009]

Thank you David! I have a share hold company that owns 100% of the operating company, now I want to create an asset holding company with external shareholders, while I will take 30% of the share. In this case, does the after-tax profit of the asset holding company can be transferred to the share hold company without further tax?

[@DavidCBarnett]

This is a great question for a local CPA. Every jurisdiction in the world has different rules and so I would direct you there. Thanks for watching and great to see your business is growing.

[@anishkhasa581]

What type of business do you own

[@ptrdnls]

Another good lesson! Thank you

[@DavidCBarnett]

Glad you liked it!

[@stevenpringle9492]

You specifically headed the video holding companies.

[@DavidCBarnett]

Yes, it's about holding companies.

[@juliuskiboi8276]

Hi David, I was doing some research then stumbled upon your video. It is very insightful. I have a holding company, was opened by my attorney since I have been very busy with work. However, now most of my projects are operational and I wish to learn more how it works. Any chance we can have an e-meet?

[@DavidCBarnett]

If you go to www.CallDavidBarnett.com there are several call booking options for short consults.

[@justintime5254]

I’m assuming that lenders would protest if one moves debt to another operating company? ESP. If it’s an asset-based lender

[@DavidCBarnett]

Debts are secured against the items that are collateral. Title doesn't matter. For example, if I owed money on a car and sold it to you, the bank's lien is still in place. If I don't pay the loan, they'll still come get the car.. from you. Some states manage this with lenders names on titles but you get the idea. Asset based lenders typically want frequent reports on the status of the collateral, inventory counts, etc.

[@genuinewolferton3317]

Thanks!

[@DavidCBarnett]

Welcome!

[@leemcmullan]

love it thank you brother

[@DavidCBarnett]

Very welcome

[@kemonterogers5633]

Thank You So Much David

[@DavidCBarnett]

You are very welcome

[@ahmedal-haddad7425]

Gave you a like just because of your authentic thumbs up. But awesome info too!

[@DavidCBarnett]

Awesome! Thank you!

[@chrishounnou]

Great information and breakdown, thank you David!

[@DavidCBarnett]

Glad it was helpful Chris!

[@JeremyHaynesTraining]

Video actually starts at 2:01

[@GlobalVID]

Really great video David!

[@DavidCBarnett]

Glad you liked it!

[@davidsaucier5872]

I like this video!

[@DavidCBarnett]

Thanks David.

[@samtavoosian3059]

Thanks man

[@DavidCBarnett]

Glad you enjoyed it.

[@user-fv6ke8vv2z]

Well explained - but transferring assets - without triggering a deemed disposition is a rather tricky matter - so - having an operating company with revenues of $5 million or more - might be worthwhile…

[@DavidCBarnett]

This all depends on where you are and the tax rules in place. Many jurisdictions offer the ability to do swapping between entities under common control. Any plan has to be formulated with the help of a local CPA.

[@itsfour20]

U had me at.. this is my own hand , did you lease out the photo!

[@DavidCBarnett]

No, but I'm looking at auctioning off that image as a non-fungible token. Just to make the crypto geeks happy. LOL.

[@mdsumonmahamud7951]

Very very nice

[@DavidCBarnett]

Thanks a lot

[@a2bnmtlinc743]

Great info. I formed an LLC in 2018 & another in 2021. Both operating companies. Questions: 1.To form a Holding Company, do I dissolve the two operating companies & start over? 2.Can I use the holding co to buy the operating companies? 3.How much do u charge to help setup & how soon are you available? 4. Do you help set up a trading company(stock)? My businesses are located in Virginia Thanks.

[@DavidCBarnett]

Hi A2B. I don't do any of this stuff. Your first talk should be with a qualified CPA who can show you how you can reorganize or if it's cheaper to start over, then an attorney can help with the creation of the entities. Cheers and good to hear your business is growing!

[@a2bnmtlinc743]

@@DavidCBarnett Thanks for your prompt response.

[@cantyenterprises209]

Good job

[@DavidCBarnett]

Thanks Canty. Glad you're enjoying these.

[@ntcuong01ct1]

Hello friends, I have 1 question: For holding companies or companies investing in other companies, where will their revenue come from ?. Thanks.

[@DavidCBarnett]

Usually from dividends from the companies they own.

[@link651]

A holding LLC in Delaware that owns an operating Florida LLC: What address should i use as principal address for the holding entity when requesting the EIN? Florida (where i live), or a virtual address in Delaware? The holding will not. Etransacting business technically, it only owns the operating entity in Florida

[@DavidCBarnett]

An excellent question for your CPA.

[@link651]

@@DavidCBarnett can you recommend a good CPA?

[@HermosaBeachJoe]

Great explanation, David. I've done some work in the past for my friend's parents. They own a real estate company and they would always pay me from "[LAST NAME] REAL ESTATE HOLDINGS". I never understood why they did it that instead of paying me from their operating company. Is there a benefit to paying employees through the holding company?

[@DavidCBarnett]

When you have different companies set up you then get to decide where you want expenses to appear. Also, just because a company has the word 'holdings' in the name doesn't necessarily mean it has no operations. A holdco or opco are not legal designations but rather the 'purpose' of the entity.

[@hambox2008]

How to set up a insurance structure for a holding company and its subsidiaries

[@DavidCBarnett]

You need to speak to insurance people in your jurisdiction. In general, you insure property or activities. A good commercial property and casualty insurance broker can analyze your activities and create a plan for the likely hazards.

[@NMcCauley]

Do holding companies required to report financials like balance sheet on annual basis ?How can one confirm solvency of HOLDCO?

[@DavidCBarnett]

Holding companies are not a special type of company. They're just like any corporation. They're called holding companies because of how the owners use them. So, they need to file tax returns and all the other paperwork that any business requires. To confirm the solvency of a holdco, you'd have to see their paperwork and maybe audit what they tell you. ie see bank statements or details about the assets and search for any undisclosed liens.

[@derekdebiak7282]

David, is it possible to acquire a business using PRE tax dollars? Example: I own a business and have cash accumulating in my business bank account, could I use that cash to buy an additional business instead of cashing out, paying taxes, and then buying with after tax dollars?

[@DavidCBarnett]

So, I don't know where you are or what structure you have, but if your business has cash, then your business can be the buyer. But then the profits and earnings of the new business would flow to your existing business. The math on the advantages and disadvantages of these kinds of decisions need to be made with a CPA. Also, you could start a new corp, then your existing biz could lend the money to the new corp to make the purchase. Again, check with a CPA on these kinds of things. Cheers and good luck.

[@dakdur1126]

So can my holding company own assets, and my subsidiaries use that asset? Say for example holding company owns tractor A But subsidiaries AA and BB need to use the tractor A. Is that possible? Then is Company AA gets sued the asset held by holding company A can not be gotten to

[@DavidCBarnett]

Sure, the asset holdco could be a 'sister' co with the same owners as the opco or even have other owners with you, ie your friend who wanted to make money financing the tractor. Talk to your CPA and lawyer to make sure the proper agreements are in place between the companies and the proper pricing, esp if the corps are in different jurisdictions.

[@prodbya3781]

Would having a sharehold co be something which can be added later ?

[@DavidCBarnett]

Yes, it' just gets more complicated. Talk to a CPA about how this works in your jurisdiction.

[@user-xt4dl7ei6x]

I have an existing company and have one flat rented out under it. How to move an already existing company under a holding company?

[@DavidCBarnett]

Talk to a CPA. There is a process for this in most places and usually involves the swap of shares with preferred shares under certain tax laws so that the transaction doesn't trigger a capital gain of any kind.

[@edmondssermons9496]

Does there need to be new EINs or are all companies under the same EIN?

[@DavidCBarnett]

EINs are Employer Identification Numbers. Each legal business entity in the US has one, it's like a Social Security Number for a person. Each legal entity in the US would need their own. So a holdco and opco would have different ones.

[@CEOoftheParty]

I have a question! If I have a holding company that owns a vehicle and I want to lease it to my operating company, does the operating company pay sales tax on lease payments to the holding company, or is the payment to the holding compnay tax-free?

[@DavidCBarnett]

This depends on where you are and whether the two companies are sales tax registrants and whether you live in a Value Added Tax area or a traditional Sales tax area. So, ask a local CPA.

[@JorgeMartinez-wt4vs]

Could you create a new asset holdco to reset the depreciation on almost or fully depreciated assets owned by current asset holdco ? Old asset holdco selling to new asset holdco

[@DavidCBarnett]

Sure, but the selling holdco would have a gain against book value and so 'tax in, tax out.' Talk to a CPA about what you're trying to achieve long term.

[@JorgeMartinez-wt4vs]

@@DavidCBarnett great point - thanks, David.

[@swl6218]

Is a holding good for employees though or a way to stop lawsuits, unions, so an employee could win a lawsuit and gain nothing apart from legal fees paid for? There would be no money for damages or awards as the company can say "we have no assets."

[@DavidCBarnett]

These are the kinds of strategies that people employ. It's true.

[@swl6218]

@@DavidCBarnett it doesnt surprise me. I always wonder how any tax is ever retrived from companies, if I make 99% of a uk company a holding company and place in it bermuda and rent assets to the uk 1%. Surely they would avoid all tax? Does that mean with a holding company mngt can exploit/punish/treat badly employees and get away with it?

[@marrallisa]

actual tutorial starts at 1:50

[@DavidCBarnett]

Marraliza, are you saying I talk too much?!?

[@gambit1357]

What is the preferred entity for the holding company? C-Corp or LLC?

[@DavidCBarnett]

It depends on what your plans are going forward. This is something you need to discuss with your CPA.

[@gambit1357]

@@DavidCBarnett got it, thx.

[@vincentvera7328]

If I have a holdings LLC that is single member and member-managed, how much of a hand can I personally have in managing the subsidiary companies? Can the subsidiaries be member-managed and have me as my holdings LLC managing those companies? Does that create issues with separateness between entities ?

[@DavidCBarnett]

Great question for a local attorney. What is usually most key is that the customers have the correct idea of who/what entity they're doing busienss with.

[@nicksworld3826]

Hey David hope youre well? I have a question that needs answering and i can not seem to find the correct info. So here's whats up, Me and my partner want to start our own business. i already own a company that is registered to my holdings company. Now im not married to her yet however she fell into debt years before we met and is now in a IVA agreement system with the creditors. If i was to set up her business with my holdings and have her able to take the business equity and capital from a private bank account registered to the business could we avoid paying the IVA ?as they will take alot of the income and we need every penny reinvested to grow. i hope you understand where im coming from and have some sort of tangible information to share. Thanks for reading :)

[@Dcoleman44]

Can a holding company be a private equity firm?

[@DavidCBarnett]

A private equity firm is a managment business. Their income statement would have fees earned from managing the investments. They would likely put investors money into a fund, then use the money to buy businesses. This fund would be kind of a holding company, but might not be a corporation. It could be a limited partnership, for example with the private equity firm as the general partner. This is all general commentary, of course, I'm sure you could find different setups for different purposes and of course jurisdiction would matter as well. Great question Daniel.

[@dakeaccountingservices6979]

big up jamaica

[@DavidCBarnett]

Jamaica's awesome!!

[@raVi-ef7bv]

How i can list my company in this set up ?in USA

[@DavidCBarnett]

I'm not sure I understand your question.

[@jasonkay-H2MO]

I understand intercompany dividends are tax free but won't you have paid corporation tax in the company paying the dividend already?

[@DavidCBarnett]

Dude, where are you? This is a global-audience video. The answer to your question is 'it depends' on whether you're talking about a place where corps pay their own taxes or if you were using a pass-through entity, etc. If you're going to do anything like this, you need to have a local CPA on your team.

[@ArturK1M]

It's hard for me not to think that this can be abused by people to get away with responsibilities, hiding behind holding company.

[@DavidCBarnett]

You don't need a holding company to limit liability, any limited form of business organization will do that. And yes, just look at the many companies that have polluted, etc where the public ends up bearing the costs while shareholders got profits and dividends. Corporations are not a function of capitalism. In capitalism, people formed partnerships which did not shield liability. Initially, companies were created one at a time by acts of parliament. Like the Hudson's Bay Company or the East India Company. They served political functions in a way. Corporations as we know them today were created by governments in order to create ways of collecting taxes. The liability shield was the compensation offered to entice the business owners to become tax conduits. Think about the 19th century. The technology didn't exist to organize an income tax, but if the government granted the creation of corporations, they could document, track and tax them very easily.

[@latrinarobinson9685]

Why don’t holding companies pay the property tax they manage?

[@DavidCBarnett]

Whether or not a holding company pays property taxes or not isn't related to their structure, it has to do with the leases the tenants sign. Commercial and industrial tenants often pay the property tax bill.

[@ronaldoEscalanteCruz]

Well what if they close the case and open a case against the holding company lol Nothing is safe.

[@DavidCBarnett]

They'd have to prove the holding company acted improperly in some way. They're two separate people legally.

[@MominNz]

Wrong. Director will always be liable even if you make 100 holding companies.

[@DavidCBarnett]

The rules on director liability differ from country to country. Also, it depends on whether you're talking about liability from debts or negligence/fraud. These topics are for local lawyers.

[@MominNz]

@@DavidCBarnett well, I disagree, director liabilities are always the same which ever tax system you may look into. An investor or director only benefits from a holding co. when not retrieving the proceeds or finances. Lawyers in the uk don't touch these areas, this is an area for chartered certified accountants with a CTA cert. Why I don't know the US and Asian countries have Tax lawyers. weird. as far as I understand tax lawyers have strong knowledge to present a legal argument.

[@ronnieKOG]

Ummm, sounds like a recipe for disaster

[@andrewjenery1783]

Is this a joke?

[@DavidCBarnett]

No. Jokes appear on April 1st only. Check out my blog at www.DavidCBarnett.com and find them all posted on April 1 each year. The 2022 one caught almost 100 people!

[@andrewjenery1783]

@@DavidCBarnett Yeah, well this isn't personal or anything, but in spite of the 'positive comments', you don't actually explain what a holding company is.

[@jermonecarter6027]

Honestly this isn't accurate at all....

[@DavidCBarnett]

If you believe there's an error in the video, you'll have to be specific about what the issue is such that I can address your question.