Global REIT Survey 2011 - EPRA

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Global REIT Survey 2011REPORTINGSpain (RECII)1 General introduction / history / REIT typeintended to be applied. This tax regime will take effect as from that perioduntil notification is given to stop applying this special regime.Enacted year Citation REIT type REIT market2.2 Legal form / minimum share capitalSOCIMI 2009 Act 11/2009 Corporate type. To be established.Legal formMinimum share capitalThe Act 11/2009 governing the ‘Sociedades Anónimas Cotizadas de Inversiónen el Mercado Inmobiliario’ (the so-called ‘SOCIMI’) introduces in the Spanishreal estate market a long-awaited REIT vehicle. However, SOCIMIs, unlikeother European REITs will be taxed at a flat 19% tax-rate. This tax will be thefinal tax for Spanish Personal Income Tax taxpayers and for Non-Resident(without permanent establishment in Spain) taxpayers, as generally none ofthem will be taxed on dividends and capital gains derived from their investmentin a SOCIMI.Listed join stock corporation (SociedadAnónima).EUR 15 million.SOCIMIs must take the form of a listed joint-stock corporation with a minimumshare capital of EUR 15 million.Besides, it is compulsory that their corporate name includes the name or acronymby which they are known in Spain; i.e. ‘Sociedad Anónima Cotizada deInversión en el Mercado Inmobiliario, Sociedad Anónima’ or ‘SOCIMI, S.A.’.2 Requirements2.3 Shareholder requirements / listing requirementsShareholder requirementsListing mandatory2.1 Formalities / procedureNo maximum ownership percentage.Minimum free float of 25%.YesKey requirementsTo be listed in a regulated market.Election to apply the special tax regime.SOCIMIs must be listed in a regulated market in Spain, in the EuropeanUnion, or within the European Economic Area uninterruptedly for the entiretax period.Furthermore, the election to apply this special tax regime must be adoptedby the general shareholders meeting and notified to the Tax Authoritiesprior to the last quarter of the tax period in which the special tax regime isShareholder requirementsThere is no prohibition of acquisition of a shareholding over a determinedpercentage of the share capital. However, it is required to maintain at least25% of free float.Listing requirementsListing is mandatory. For the first tax period it is only mandatory since theelection to for the special tax regime.« back to content page2
Global REIT Survey 2011REPORTINGSpain (RECII)2.4 Asset level / activity testRestrictions on activities / investmentsAsset test: at least 80% of their assets must be invested in: (a) real estate (acquired or developed)to be rented or, (b) other SOCIMIs, (c) foreign REITs and (d) Spanish or foreign qualifyingsubsidiaries and real estate collective investment schemes.Revenue test: at least 80% of the SOCIMIs revenues must derive from eligible assets.Asset diversification: SOCIMIs must own at least three properties - none of them representingmore than 40% of the total assets value upon acquisition.Minimum holding period: qualifying assets are generally subject to a minimum three-yearholding period (seven in the case of property developed by the SOCIMI).It is compulsory that a SOCIMI owns at least three properties, any of whichmust not represent more than 40% of the total asset value upon acquisitionaccording to the information disclosed in its consolidated balance sheet. Inthis respect, the assets value can be calculated at either book value or fairmarket value.Finally, there is a minimum holding period requirement for eligible assets:i. Real estate acquired: it must be rented during at least three years. Forthis purpose, the period of time during which the property is on themarket for rent will be computed (although vacant), with a maximumof one year.ii. Real estate developed by the company: seven years.iii. Qualifying shares/participations: three years.A SOCIMI must have as primary corporate purpose:i. To acquire and develop (restoring included) urban real estate for rentalpurposes.ii. To hold shares of other SOCIMI or REITs which have a similar corporatepurpose and similar income distribution requirements.iii. To hold registered shares in the capital stock of other (non-listed) companies- regardless they are tax resident in Spain or not - which haveas their primary corporate purpose to acquire urban real estate to berented, and are subject to an equivalent investing, income distributionand leverage requirements. However, these companies cannot holdinvestments in the capital stock of other companies. Besides, these entitiesmust be fully owned by a SOCIMI or a REIT. It should be noted thatthese entities may also opt to apply SOCIMI special tax regime (to theextent that they are Spanish residents).iv. To hold shares/participations in real estate collective investmentschemes.At least 80% of their assets must be those describe above, and at least 80% ofthe SOCIMI revenues must derive from the above-mentioned eligible assets.2.5 LeverageLeverageMaximum 70% of leverage (Debt/Assets) ratio.There is a leverage threshold of 70% over the value of the assets (according tothe information disclosed in the individual/consolidated balance). SOCIMIscan elect to compute assets either at book value or fair market value.2.6 Profit distribution obligationsOperative income Capital gains Timing90% of profits obtained fromrental and ancillary activities100% of profits stemmingfrom dividends distributedby qualifying entities.50% of profits derived fromthe transfer of qualifyingproperty and holdings wherethe holding period has beenmet.In a maximum of six monthsas from the financial yearend.« back to content page3
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