<strong>Global</strong> <strong>REIT</strong> <strong>Survey</strong> <strong>2011</strong>REPORTINGFrance (SIIC)1 General introductionEnacted yearCitationSIIC 2003 Article 11 of the Finance Act for 2003.Administrative Guidelines from the French Tax Office.Article 11 of the Finance Act for 2003 (Law #2002-1575 of December 30, 2002)introduced a pure tax regime applicable to listed real estate asset investmentcompanies (sociétés d’investissement immobiliers cotées, SIICs). This regimeis governed by articles 208 C, 208 C bis, 208 C ter and 219 IV of the Frenchtax code (FTC). The SIIC regime has been amended by the Amended FinanceAct for 2004, the Finance Act for 2005, the Amended Finance Act for 2006,the Amended Finance Act for 2007, the Finance Act for 2008, the Finance Actfor 2009 and the Amendatory Finance Act for 2009. In addition, the Frenchtax authorities (FTA) published administrative tax guidelines on September25, 2003 and on February 01, 2010.Sector summary (end of July <strong>2011</strong>)Listing Country Number ofCompaniesSector Performance-12 Months %Sector Mktcap €bn% of <strong>Global</strong><strong>REIT</strong> MKTFrance 43 18,9 50,3 8,8%Top five <strong>REIT</strong>sCompany NameMkt CapMon end (€M)Sector typeUnibail-Rodamco SE 14.285 Office, RetailGecina SA 6.064 Healthcare, Hotel, Logistic, Office, ResidentialKlepierre 4.950 Office, RetailICADE 4.172 Healthcare, Industrial, Office, Residential, RetailFonciere Des Regions 3.736 Healthcare, Hotel, Leisure, Logistic, Office,Others, ParkingThe main new legislative change that occurred during 2009/2010 was introducedby the Amendatory Finance Act for 2009 which has modified theconditions for the election for the SIIC regime and facilitated the formationof join ventures between SIIC and SPPICAV (Société de Placement à PrépondérenceImmobilière à Capital Variable).Until end of 2009, one of the requirements to qualify as a SIIC was to belisted on the French stock exchange. Foreign EU companies having electedfor the SIIC regime therefore had to apply for a secondary listing on theFrench stock exchange. Since January 01, 2010, the new requirement is thatthe company be listed on a EU regulated market, which open doors for all EUcompanies that are listed on the home stock exchange to apply for the SIICregime without having a secondary listing in France (assuming that theymeet all other conditions).Besides, the success of the OPCI’s (unlisted property funds) and especiallyits SPPICAV form, which benefits from a tax status very similar to the SIICstatus (corporation tax exemption subject to distribution obligation) led theindustry to suggest legal amendments so as to allow a SIIC and a SPPICAV toform jointly held subsidiaries. Such was the second purpose of the AmendatoryFinance Act. A subsidiary that is held for at least 95% by one or severalSIIC or one several SIIC and one or several SPPICAV, may elect for the SIICregime as a qualifying SIIC subsidiary.The very positive effects of the 210E tax-break, which allowed favorabletreatment of capital gains on sales of property by corporates to SIIC purchasersinter alia, which was due to expire at the end of 2008 has been extendeduntil end of <strong>2011</strong>. The industry has been able to demonstrate the positiveimpact of this measure in encouraging the move in ownership of commercialproperty from the corporate to the public savings’ market, and it is stillhoped that the measure may be reintroduced in some effective form.The approval of the first OPCI (unlisted tax flow-through property funds –successors to the earlier inflexible SCPI model) has stimulated an in-depthreview of governance requirements in the sector, both within the industryand by the market authorities (AMF). This has particularly focused on relationshipswith external managers (which is not the standard model in theFrench SIIC sector), on disclosure of conflicts of interest and transactions« back to content page2
<strong>Global</strong> <strong>REIT</strong> <strong>Survey</strong> <strong>2011</strong>REPORTINGFrance (SIIC)with related parties, and on valuation practice. The FSIF has demonstratedits attachment to transparency in this area by in July 2008 publishing, withthe approval of the AMF, a voluntary Code for its members based on <strong>EPRA</strong>best practice (<strong>EPRA</strong> BPR).The SIIC regime has attracted a number of foreign companies such as Corio,Rodamco Europe and Wereldhave (Netherlands), Hammerson (UK), Cofinimmoand Warehouse de Paw - (Belgium).2 Requirements2.1 Formalities / procedureKey requirements- The election letter must be filed with the competent tax office for the parent company witha list of the subsidiaries which also elect.- Subsidiaries’ list must be updated once a year.In France, an eligible real estate investment company (i.e. the parent company)may elect to apply for the SIIC regime within the first four months ofthe financial year (assuming that the SIIC regime is applying for the firsttime). An election may also be made by any corporate subsidiary whichengages in qualifying activities and is directly or indirectly held by one orseveral listed parent companies that have themselves elected for the SIICregime as parent or jointly held by a SIIC parent company (ies) and oneor several SPPICAV. In order for such a subsidiary to qualify, the parentcompany(ies) must have, together, at least a 95% ownership.The election letter must be filed with the competent tax office for the parentcompany with a list of the subsidiaries which also elect. The list must beupdated every year, together with the company’s annual corporation taxreturn.A subsidiary that wishes to elect for the SIIC regime must identify the parentcompany and file the election letter with the competent tax office.Phare – Unibail-Rodamco (La Defense, Paris) –The Phare project will see a highly sustainable125,000 sqm office complex in La Défense,Paris. Architect: Thom MayneDue to the changes in the company’s tax regime, the process of electionresults in a partial cessation of business. Therefore, the listed parent companyand its elected subsidiaries must file a specific cessation tax return.The election is irrevocable. Once it is made, the eligible companies may notwaive it. The election is also considered global because it applies to all theproperties and shares in the qualifying partnerships (Article 8 of the FTC).« back to content page3