Do you want to protect your money and grow your business in Canada?
A great way to do this is to register a Holding Company. A holding company can help you save on taxes, keep your assets safe, and manage more than one business. In this guide, you will learn what a holding company is and how to register one in Canada. Everything is explained in clear and easy steps.
What Is a Holding Company in Canada?
A holding company is a business that owns shares of other companies. It does not usually sell products or provide services itself. Instead, it holds assets or controls other companies. That is the key difference between a holding vs operating company.
Holding company structure, Canada style, helps you manage risk and keep assets safe. This section helps you understand what a holding company is.
Holding Company vs Operating Company in Canada (Holdco vs Opco)
In Canada, a holding company (Holdco) and an operating company (Opco) are two legal entities. The Opco runs the day‑to‑day business, selling goods or services. The Holdco owns shares of that Opco and other investments.
The two are separate, which is holding vs operating company. The structure means Opco profits can be moved to Holdco tax‑free and invested there.
Top 8 Benefits of Registering a Holding Company in Canada
There are many reasons why people choose to register a holding company in Canada. Below are the main benefits explained:
1. Asset Protection
One of the biggest benefits of a holding company is asset protection. This means your valuable things, like cash, property, or investments, are kept safer. When your holding company owns these things instead of your operating company, they are better protected from risks.
For example, if your operating company (the business that sells products or services) is sued or goes into debt, the holding company’s assets are usually out of reach from creditors.
2. Tax Savings and Deferral
A holding company also helps you save on taxes. Here’s how:
- When your operating company makes a profit, it can pay a dividend to your holding company. This can usually happen without paying extra tax because of Canada’s “tax-free intercorporate dividend” rules.
- Once the money is inside your holding company, you can choose when to take it out. This is called tax deferral. You don’t have to pay personal tax on that money until you withdraw it for yourself.
- You may also be able to split income with family members by giving them shares, which could lower your total tax bill.
3. Easier to Sell or Transfer the Business
If you want to sell your business in the future, having a holding company makes it easier and cleaner. That’s because your holding company owns the shares of the operating company, and you can sell those shares more easily.
4. Lifetime Capital Gains Exemption (LCGE)
Canada gives a special tax break called the Lifetime Capital Gains Exemption (LCGE). If you sell shares of your small business corporation, you may not have to pay tax on up to $1 million (depending on the year).
But to qualify for this, your company must meet certain rules. A holding company can help meet those rules. It allows you to “purify” your operating company, this means moving extra cash or investments out of the operating company and into the holding company.
That way, your operating company stays focused on its main business, which helps you qualify for the LCGE.
5. Better Estate Planning
A holding company is also useful when planning for the future, like passing your business to your children. You can use a tool called an estate freeze. This means you lock in the value of your shares today, and future growth goes to your kids or other family members.
6. Investment Opportunities
A holding company isn’t just for owning businesses; it can also be used to invest. Once your operating company sends money to your holding company, that money can be used to buy:
- Real estate
- Stocks and bonds
- Other businesses
The money grows inside the holding company, and you don’t have to pay personal tax until you take it out.
7. Centralized Control Over Multiple Businesses
If you own more than one business, a holding company can bring them all under one roof. This means you can manage everything in one place, which makes life easier. It’s also helpful for tracking profits, moving money between companies, or making big decisions.
8. Limited Liability Protection
When you set up a holding company, you create a separate legal entity. This means it is separate from you as a person, and also separate from your operating company. If your operating company faces legal action or business loss, the holding company is usually not affected.
This legal separation gives you another layer of safety
How to Set Up a Holding Company in Canada
If you’re ready to register a holding company in Canada, this section will walk you through it, step by step.
1. Choose Federal or Provincial Incorporation
The first decision is whether to register federally or provincially.
- Federal incorporation lets your holding company operate across all provinces.
- Provincial incorporation, like an Ontario holding company, limits you to one province but is usually faster and cheaper.
If you plan to run your business in just one province, provincial is often enough. This is the first major step in holding company incorporation.
2. Pick a Unique Company Name
Next, pick a name for your company. It must be unique and follow naming rules. You can also use a numbered company if you don’t want a specific name, like “12345678 Canada Inc.”
Search the business registry to make sure your name isn’t taken. Then reserve the name.
3. Prepare Articles of Incorporation
Now you’re ready to file legal paperwork. These are called Articles of Incorporation. They include:
- Your company name
- The province or territory where you’re incorporating
- The share structure (types of shares your company will have)
- The address of your head office
- The names of directors
4. File Your Incorporation Online
You can now send your forms online through:
- Corporations Canada (for federal incorporation)
- Provincial websites like ServiceOntario (for an Ontario holding company)
There’s a small fee when you register a holding company, and it depends on the level of government you choose.
5. Set Up Shareholders and Directors
Once your company is registered, you must assign shareholders and directors. These are the people who own and control the holding company.
You can be the only shareholder and director if you want to keep things simple. But you can also add family members or business partners.
Many people use this step in their estate planning when setting up a holding company in Canada.
6. Apply for a Business Number and Tax Accounts
After incorporation, you must register your holding company with the Canada Revenue Agency (CRA). This gives you a Business Number (BN) and tax accounts like:
This step connects your holding company to Canada’s tax system.
7. Open a Business Bank Account
Open a bank account under your new holding company’s name. This will help you keep your personal and business finances separate.
You will use this account to collect dividends, invest money, or buy assets under the company’s name.
8. Use Your Holding Company to Own Other Companies
Finally, your holding company is ready to hold things. Most people use it to:
- Own shares of their operating company
- Buy real estate or invest in stocks
- Collect income like dividends or rent
Risks and Drawbacks of Setting Up a Holding Company in Canada
Before you register a company, it’s important to know the possible downsides. While a holding company can protect your assets and save on taxes, there are some risks.
1. Extra Costs
A holding company means more costs. You’ll pay legal and accounting fees to set it up and to manage it each year. If your business is small, these costs might not be worth it.
2. More Paperwork
Once you finish holding company incorporation, you must keep records, file taxes, and follow legal rules. It adds extra work every year.
3. Complicated Tax Rules
If you don’t follow tax rules carefully, you could lose benefits or pay more tax. For example, too much passive income in the holding company can raise tax rates for your operating company.
4. Do You Really Need a Holding Company in Canada?
Not every business needs a holding company Canada structure. If you don’t have assets to protect or tax strategies in place, it might not be the right move.
Tip: Talk to a tax expert before you register holding company to make sure it fits your goals.
Get Expert Help to Register Your Holding Company in Canada
Setting up a holding company in Canada can be a smart move, but it’s not always simple. From paperwork to tax rules, it’s easy to miss important steps. That’s why it’s best to work with experts.
If you’re ready to register a holding company or still have questions, Bestax can help. They offer full support for setting up your company, quickly and correctly.
Get help with:
- Choosing federal or provincial registration
- Filing incorporation papers
- CRA business number and tax accounts
- Legal and accounting support
Visit Bestax Canada to learn more, or go straight to their Company Registration Service to get started today.
Make your first move the right move, register your holding company with Bestax.
Quick FAQs
What is a holding company in Canada?
A holding company is a corporation that exists primarily to own shares in other companies. It doesn’t produce goods or services but manages investments and assets.
Can a holding company own another holding company in Canada?
Yes, a holding company can legally own shares in another holding company. This is common in multi-tiered corporate structures.
What are the benefits of registering a holding company?
Benefits include tax deferral, asset protection, and simplified income splitting. It also allows for more efficient estate and succession planning.
Do I need a lawyer to set up a holding company in Canada?
A lawyer is not required, but legal guidance can help ensure proper setup and compliance. Many entrepreneurs also use online platforms or incorporation services.
What’s the difference between a holding and an operating company?
A holding company owns assets or shares, while an operating company runs day-to-day business activities. They are often used together for tax and liability planning.
How much does it cost to register a holding company in Ontario?
The cost typically ranges from $300 to $500 if done online, excluding legal or professional fees. Additional costs may apply for name searches and incorporation services.
Can I use a holding company to reduce taxes?
Yes, holding companies can be used for tax planning strategies like deferral or income splitting. However, this should be done with professional advice.
How long does it take to register a holding company?
You can register a holding company in as little as 1 to 3 business days online. Timelines may vary depending on name approval and filing method.
Can I register a holding company online in Canada?
Yes, you can register a holding company entirely online through federal or provincial portals. Many third-party services also offer guided online incorporation.
Is a NUANS Report required for a holding company?
Yes, a NUANS name search report is required if you’re registering a named corporation. It’s not necessary for numbered companies.
Disclaimer: The information provided in this blog is for general informational purposes only. For professional assistance and advice, please contact experts.