COMMERCIAL-LAW REASONS (OTHER THAN TAX) FOR SETTING UP A HEADQUARTER COMPANY: A SOUTH AFRICAN OBSERVATION

Abstract

A headquarter company is a company within a group of companies which supervises and co-ordinates the administrative activities of the group. Headquarter companies are formed for various tax- and non-tax-related reasons depending on the particular needs of the group in which the headquarter company is formed. In the setting up a headquarter-company consideration is given to various key determinants such as political and investment climate, corporate laws and treasury considerations. Tax reasons include deferring tax on income and capital gains, maximizing credit for foreign taxes and reducing withholding taxes. However, when the decision is taken to interpose a headquarter company between the investor country and the operating subsidiaries’ country, the real economic purposes and benefits are usually non-tax in nature. These include the ability to raise external finance, circumventing the application of exchange controls, protection of assets as well as group reorganization and structural consolidation.