Over the course of its life, a business changes.
Its corporate structure evolves, its objectives shift, the balance between shareholders changes, and the need for asset protection grows.
Many Italian SMEs, despite growing over time, continue to rely on their original corporate structure, which is no longer suited to their current stage of development.
The establishment of a holding company is one of the solutions that, when properly assessed, can provide greater solidity, control, and long-term planning capability.
It is not an automatic choice, nor a “tax shortcut”, but a tool that must be integrated into an overall strategic vision, taking into account asset-related, tax, managerial, and relational factors.
What Is a Holding Company and how Is It structured
The term holding company refers to a company that holds equity interests in other companies. In the SME context, this often means setting up a “parent” company (usually a limited liability company) that holds the share capital of one or more existing operating companies or newly established ones.
A holding can be:
- personal, when it is directly controlled by the entrepreneur or by the shareholders of the operating company;
- family-owned, when it is used to structure the participation of multiple family members;
- group holding, when it is part of a structured group involving multiple companies and business activities.
The crucial aspect is not only “who controls whom”, but what role the holding company plays and which activities are centralized within it (shareholdings, real estate, trademarks, etc.).
When it sakes sense to consider a Holding Company
stablishing a holding company only makes sense if it addresses specific needs. In particular:
- When there are multiple operating activities, or when expansion into new sectors is planned through the establishment of additional companies.
- When operating properties are held directly by the operating company and there is a need to separate ownership from business risk.
- When shareholders have different roles, commitments, or objectives and a more flexible governance structure is required.
- When there is a need to distribute profits among shareholders in different ways, or to reinvest profits into other companies.
- In the case of generational succession, a holding company can facilitate an orderly transfer of shares, helping to manage potential imbalances among heirs.
- When extraordinary transactions are being considered (such as a sale, the entry of new investors, or the involvement of a private equity fund) and a clearer, more autonomous structure is required.
In tutti questi casi, la holding consente di introdurre un livello intermedio di governo e controllo, utile per gestire rischi, flussi e scelte strategiche.
Key advantages (and the related conditions)
A well-structured holding company can offer tangible advantages across several areas:
1. Asset Protection
Separating real estate assets or intangible assets (such as trademarks and licenses) from the operating company helps limit business risk.
2. ax Efficiency
Where the requirements of the PEX (Participation Exemption) regime are met, capital gains arising from the disposal of shareholdings may benefit from reduced taxation.
In addition, dividends received by the holding company from its subsidiaries may be subject to favorable tax treatment (only 5% is included in the IRES taxable base, subject to specific conditions).
3. Governance and Shareholder Management
A holding company makes it possible to separate roles and decision-making authority, facilitate shareholder agreements, and manage entries or exits in an orderly manner.
4. Succession Planning
The transfer of shareholdings can be regulated with greater flexibility, also allowing for the differentiation of economic and administrative rights.
Important: each advantage is subject to proper structuring, adequate documentation, and consistency over time.
The Italian Revenue Agency assesses the substance of transactions, not merely their formal structure.
Critical Aspects to Consider
Like any structural decision, the establishment of a holding company requires a thorough assessment. Key aspects to consider include:
- Management costs and compliance obligations (financial statements, accounting, advisory services).
- Risks of tax duplication or inefficiencies if shareholdings are not properly structured.
- The need for financial coordination among the companies involved.
- Impact on banking relationships and credit facilities.
- The entrepreneur’s actual objectives and time horizon.
In summary, a holding company is not always necessary. However, it can become extremely valuable when it represents the right response to a level of complexity that needs to be properly managed.
The Rogai & Partners approach
Within the Firm, the analysis of the corporate structure is an integral part of every tax, asset, and strategic planning process.
We do not offer pre-packaged models; instead, we assess the following together with the client:
- the current state of the business and the group.
- the actual objectives of the reorganization.
- the cost–benefit balance over the medium to long term.
- the tax, corporate, and operational implications.
- the impact on shareholders, governance, and family wealth.
When the establishment of a holding company is appropriate, the Firm supports the client at every stage: analysis, structuring, incorporation, amendments to the articles of association, and coordination with other professionals and the tax authorities.
Conclusion
A holding company is not a tool reserved for “large groups”, nor a miracle solution.
It is an organizational and tax solution that can bring structure, protection, and strategic vision to a business when its needs go beyond day-to-day operations.
Assessing this option, whether from a growth perspective or in terms of rebalancing assets, means taking care of the future of the business and of the people who lead it.
Contattaci per un’analisi riservata con il team di Rogai & Partners: ti aiutiamo a valutare soluzioni concrete, sostenibili e su misura per la tua impresa.
