Mark Pierce, Esq
Forming a holding company is actually not much different than creating any other company. The difference is that a holding company doesn't make or sell anything itself: It just owns one or more other businesses. It may also be used to hold a variety of assets, such as real estate, intellectual property, and other investments. Setting up a holding company can help you to protect your businesses from liability and keep your assets safe, and when you work with us, it's easy to do. We can also setup a free online bank account as part of your setup.
Eight Steps to Set Up a Holding Company
- Choose a state, like Wyoming or Delaware.
- Choose whether your holding company will be an LLC or a corporation.
- Pick a name for your holding company.
- Draft and sign governing documents.
- File the paperwork to officially form the company.
- Get an EIN and open a bank account.
- Get a business license, if you need one.
- Set up your subsidiary companies or transfer existing companies to be owned by the holding company.
Choose Your Location
Before deciding how to set up your holding company, you should consider the asset protection, taxation, and privacy benefits of different states. Since holding companies are not engaged in operations directly, you have flexibility in choosing where to base your company. Forming a holding company in Wyoming, Delaware, Nevada, or New Mexico is easy to do compared to other states. This is why so many companies are set up in these states even though comparatively few people live there.
Choose a Business Structure
You have two options for the structure of your Wyoming holding company. An LLC will have better asset protection, have reduced compliance regulations, and let you avoid double-taxation thanks to pass-through taxation, and LLCs are simpler in terms of management. Corporations stand out with their perceived greater prestige (which is changing), the built-in management for re-investing, and the fact that a legal precedent for them has been around for a long time.
Name Your Holding Company
We often joke that choosing a holding company's name is the hardest part. While other factors can be reasonably weighed and measured, a name usually just strikes you. We recommend a name that's meaningful to you but that does not get rid of your privacy. Calling a company "Your Last Name Enterprises, LLC" may be convenient, but it does not afford you any privacy.
Legally, in most situations, you have to include the appropriate entity identifier in your name. This would be "LLC" in the case of a limited liability company or "Corp."/"Inc." in the case of a corporation. Note that Wyoming does not require "Inc." or "Corp." for corporations. Also, you must confirm that the secretary of state does not already have a registered business with the name you want on file. Wyoming offers a simple name search for businesses so you can check this in minutes online. We'll also do it for free for you, and we'll allow you to enter an alternative name in case the first isn't available.
Write the Operating Agreement or Bylaws
The next step is to draft your governing documents. Holding companies in Wyoming are not required to have these, but we strongly encourage you to complete and sign them. All owners, managers, and officers should do so. This helps to ensure that the rules you set will be followed. For an LLC, you'll need an operating agreement, and for a corporation, you'll need bylaws. Either type of governing document should address your company's ownership as well as its management.
We provide these documents free of charge, already completed with your company's information. They are provided as Microsoft Word documents, so you can make any edits you like or simply print and sign them. Although these documents contain all of your personal information, they remain internal; there is no requirement to file them anywhere. This is what keeps your LLC or corporation anonymous in Wyoming.
One of the key aspects of a governing document is the outlining of the ownership of the company. For a Wyoming LLC holding company, that information would include the percentage of ownership that every member receives in addition to what they contribute to receive that percentage. In most cases, the ownership percentage relates to the original contribution's value. In the case of Wyoming corporations, the relevant part of the governing documents will outline the initial contributions of stockholders in addition to the stock quantities they receive.
This portion of the governing document should also feature any regulations or rules related to changes in ownership. This should include the process by which current owners would be able to sell out of the company and the process by which new shareholders or members could buy into it.
Setting Up Management
Governing documents also need to address how the company will be managed. LLCs may be manager-managed or member-managed. The structure you choose should be clearly outlined in the operating agreement. This should also include the responsibilities and rights of managers and members.
For corporations, this document will set up the board of directors that begin the governing. It will also appoint the corporate officers, including the president, treasurer, secretary, and others. The corporate bylaws should include the specific responsibilities of each position, as this eliminates potential confusion in the future.
File Your Articles
The next step to register your Wyoming holding company is to file your formation articles with the secretary of state. For Wyoming LLCs, articles of organization act as the formation document, while Wyoming corporations use articles of incorporation. The filing fee is $100 for processing by mail or $102 if you file online. The secretary of state's filing fee is included in our $199 business formation service. There are no other fees due the first year, though there is a $50 annual report due the second year. You can complete this filing process yourself, or you can use a professional filing service to make the process go more smoothly.
Under Wyoming law, you must appoint a registered agent in the state as part of this document. This agent accepts notices of lawsuits and similar processes for the company. The secretary of state asks for the name of the filer: For an LLC, this is the organizer, and for a corporation, this is the incorporator. To maintain your privacy, we recommend that you have us set up your company: We'll act as your registered agent and provide governing documents, making it easy for you to start a business while staying anonymous.
Apply for an EIN
The IRS issues every business an employer identification number, known as an EIN, FEIN, Federal EIN, employer ID, or taxpayer ID. The EIN is used on federal taxes for identifying your company. While all corporations need an EIN, certain single-member LLCs may have an exemption. However, we still advise obtaining an EIN so you can keep the company's finances separate from your own. With no EIN, and thus no separate bank account, it's difficult to argue that you obeyed corporate formalities and deserve the benefit of the law in case of a lawsuit or other negative credit event. Any company with employees that files certain tax returns, has Keogh plans, has multiple owners, or is involved with trusts, real estate, and mortgage investments, estates, farmers' cooperatives, nonprofits, or plan administrators needs an employer identification number.
Open a Bank Account
It's fairly easy to open a business bank account. You will need to show the bank your articles of incorporation or organization, the corporate bylaws or operating agreement, your EIN, and the initial resolution that authorizes account openings. We provide all these, save the EIN, as part of our standard $199 package. You may obtain an EIN yourself or select the choice on our order form.
Get a Business License
Wyoming does not require business licenses, unlike Nevada, which charges hundreds of dollars for essentially nothing. Some industries are exceptions that will require a license, though. This step is required for those with business related to wildlife, transportation, insurance, fire prevention, electricity, banking, and food. Specific other professions also require licensing, including medicine, law, barbershops, athletic training, and more. But this requirement will always only apply to a subsidiary Wyoming LLC: A holding company does not do business directly, so you will not need a business license for it.
Setting Up Subsidiaries
It is generally easiest to create a Wyoming holding company first and the subsidiaries second. You will list the owner of the subsidiaries as the holding company so the initial documents can be drafted correctly. If you already have existing companies and want to move them under your Wyoming holding company, then you will need to change the operating agreement or bylaws of each subsidiary company to reflect the new owner.
Frequently Asked Questions