COMPANIES ACT 2016     

(4) A reference in this Act to the holding company of a company or other corporation shall be read as a reference to a corporation of which that company or corporation is a subsidiary.  

Meaning of “Holding Company” — Section 4(4)
Section 4(4) of the Companies Act 2016 provides that where the Act refers to the holding company of a company or other corporation, the reference means a corporation of which that company or corporation is a subsidiary.
In simple terms, once a corporation qualifies as a subsidiary of another corporation under the tests set out in section 4, the other corporation is regarded as its holding company.
Accordingly, the concepts of “subsidiary” and “holding company” are directly connected:
If Corporation B is a subsidiary of Corporation A, Corporation A is the holding company of Corporation B.
The determination of whether Corporation B is a subsidiary must therefore be made by applying the relevant tests and attribution rules contained in the preceding provisions of section 4. Relationship with Section 4(1)
Section 4(1) establishes the principal circumstances in which one corporation becomes a subsidiary of another.
Subject to the other provisions of section 4, Corporation B may be a subsidiary of Corporation A where Corporation A:

• controls the composition of Corporation B's board of directors;
• controls more than half of Corporation B's voting power;
• holds more than half of the relevant issued shares of Corporation B; or
• controls Corporation B indirectly through another subsidiary.

Once Corporation B satisfies the statutory requirements to be treated as Corporation A's subsidiary, section 4(4) identifies Corporation A as Corporation B's holding company. Direct Holding Company
A straightforward holding-subsidiary relationship may be illustrated as follows:
Corporation A (Holding Company)
↓
Corporation B (Subsidiary)
If Corporation A satisfies one of the relevant control or ownership tests in section 4(1) in relation to Corporation B, Corporation A is the holding company and Corporation B is its subsidiary. Indirect Holding Company
The definition also operates together with the indirect subsidiary rule in section 4(1)(b).
For example:
Corporation A
↓
Corporation B
↓
Corporation C
If:

• Corporation B is a subsidiary of Corporation A; and
• Corporation C is a subsidiary of Corporation B,

then Corporation C is also deemed to be a subsidiary of Corporation A under section 4(1)(b).
Consequently, Corporation A may be regarded as a holding company of Corporation C, even though Corporation A does not directly hold shares in Corporation C.
This is important for corporate groups containing multiple tiers of subsidiaries. Holding Company Is Not Determined by Name Alone
A corporation does not become a holding company merely because:

• its name contains the words “Holdings” or “Holding”;
• it describes itself as a holding company;
• it owns some shares in another corporation; or
• the corporations are commercially associated.

The statutory relationship depends on whether the other corporation qualifies as its subsidiary under section 4.
For example, Corporation A may own 30% of Corporation B but have no control over its board or majority voting power. The shareholding alone would not necessarily make Corporation A the holding company of Corporation B.
Conversely, Corporation A may potentially be Corporation B's holding company without directly owning more than 50% of Corporation B's shares if another statutory control test is satisfied. Practical Significance
Identifying the correct holding company is important for determining the structure of a corporate group and applying provisions of the Companies Act 2016 relating to matters such as:

• holding and subsidiary relationships;
• related corporations;
• group structures;
• corporate reporting and financial statements;
• ownership and control;
• transactions within corporate groups;
• directors' interests and corporate governance;
• corporate restructuring and acquisitions; and
• statutory disclosures and compliance obligations.

Practitioners should therefore determine holding-company status by applying the statutory subsidiary tests rather than relying solely on registered shareholding percentages or the description given to an entity. Relationship Between Sections 4(1)–4(4)
Sections 4(1) to 4(4) operate together as a framework for identifying holding-subsidiary relationships:
Section 4(1)
Determines when a corporation is a subsidiary through board control, voting control, majority shareholding, or an indirect subsidiary relationship.
Section 4(2)
Explains when the composition of the board is regarded as controlled by another corporation.
Section 4(3)
Determines which shares and powers are counted, attributed, or disregarded when assessing subsidiary status.
Section 4(4)
Establishes the corresponding concept of a holding company—namely, the corporation of which the relevant company or corporation is a subsidiary.
Together, these provisions ensure that corporate relationships are determined by the substance of ownership and control, including direct and indirect control, rather than merely by corporate labels or registered share ownership.