Holding company structuring for ownership, risk separation and investment readiness.
- Separate risks: operations vs assets (IP, shares, cash, real estate).
- Prepare for investment, M&A and group expansion.
- Centralize ownership and governance across subsidiaries.
- License IP to opcos and create clean intercompany logic.
- Holding and operating entities: roles and boundaries.
- Where to place IP, shares, cash and key contracts.
- Share classes, voting and founder/investor logic.
- Subsidiary strategy for jurisdictions and markets.
- Shareholder agreement and reserved matters list.
- Board composition and director powers.
- Signing matrix and internal approvals workflow.
- Conflict-of-interest and related-party baseline.
- IP license agreements (holding → opco).
- Intercompany services agreements (management/IT/finance).
- Cost allocation and invoicing logic (baseline).
- Arm’s length clauses and practical record-keeping.
- Share transfer agreements and corporate approvals.
- Founder holdings consolidation (if needed).
- Option/vesting logic (where applicable).
- Closing checklist and registry filings coordination.
- Substance requirements and “mind & management” basics.
- Banking and KYC expectations for group structures.
- Corporate maintenance and reporting calendar baseline.
- Risk review: what can break the structure in practice.
- Group chart, ownership and control explanation.
- Cap table and rights documentation alignment.
- Intercompany clean-up before DD.
- Term sheet logic and closing readiness support.
- Current group map (if exists), shareholders and key decision-makers.
- Main assets: IP, shares, cash, contracts, licences (if any).
- Where operations happen: teams, clients, payments, bank accounts.
- Target goal: investment, M&A, risk separation, expansion, banking.
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Define the target model
Holding/opco roles, governance, where IP and contracts sit, and how cashflows move.
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Build the documents set
Shareholder agreement, resolutions, signatory rules, IP licenses and intercompany agreements.
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Execute transfers and filings
Share transfers, registrations, recordation steps, and evidence trail for DD.
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Operationalize the structure
Internal approvals matrix, related-party rules, maintenance calendar and onboarding support for banks/partners.
Do we always need a holding company?
Not always. A holding makes sense when you need risk separation, multi-country expansion, clear governance for investors, or centralized ownership of IP/assets. For small single-country businesses, it may be unnecessary overhead.
Can IP sit in the holding and be licensed to the operating company?
Often yes. But the license must be properly drafted and aligned with real operations, payments and substance expectations. We implement the intercompany package so the model works in practice.
Will this help for fundraising or M&A?
Yes. A clear group structure, shareholder rights documentation and clean intercompany agreements reduce DD friction and help investors understand control.
Does a holding structure reduce taxes automatically?
Not automatically. Tax outcomes depend on jurisdictions, substance, treaties and actual cashflows. We focus on legal structuring and governance, and coordinate tax analysis where needed.
- Startup or group preparing for investment / M&A.
- Cross-border teams with multiple subsidiaries.
- Projects separating IP/assets from operations risk.
- Founders consolidating ownership under one holding.
Practical output: group map + governance docs + intercompany package + execution checklist.