Lawyers for Business Groups and Holding Companies

What to keep in mind

A business group may include companies undertaking different activities, operating businesses, investment vehicles and companies owning specific assets. Even where they share owners or directors, each company generally retains its own property, governing bodies and obligations. It is therefore essential to establish which entity contracts, which receives a service, which bears the risk and who may legally bind it.

Advice often begins by mapping the corporate structure: direct and indirect holdings, registration jurisdictions, governing bodies, current powers and main contractual relationships. This review can reveal outdated signature authority, contracts executed by an entity other than the actual service provider, or intercompany services lacking sufficient records.

Transactions between affiliated companies require particular attention. Loans, guarantees, asset transfers, management services or shared resources should have a recognizable business justification, appropriate approvals and compliance with conflict-of-interest rules. Group membership does not make contractual terms or managers' duties irrelevant.

Corporate decisions must also be coordinated. A reallocation of business activities, equity transfer or centralization of functions may involve resolutions by several entities, registry amendments, third-party contract reviews and tax or regulatory analysis. Where external creditors or minority shareholders exist, their rights require specific attention.

Common corporate governance procedures can be useful without overriding each company's powers. Signature matrices, compliance calendars, approval protocols and document-retention rules may reduce inconsistencies.

The purpose of holding-company advice is not only to simplify structures, but to ensure functions, assets and risks are allocated through legally sustainable and properly documented decisions.

Distinctions often confused

Frequently asked questions