Articles

New Act on Regulated Real Estate Companies published in Belgian Official Journal

New Act on Regulated Real Estate Companies published in Belgian Official Journal

New Act on Regulated Real Estate Companies published in Belgian Official Journal

30.06.2014 BE law

 

The Belgian Act of 12 May 2014 on regulated real estate companies (the “REITs Act”) was published in the Belgian Official Journal today.

The complete text of the REITs Act can be found here.

Overview

The REITs Act follows the recent publication of the Belgian Act of 19 April 2014 on Alternative Investment Fund Managers (the “AIFM Act”)1. The REITs Act introduces a new category of regulated real estate company (“société immobilière réglementée”/“gereglementeerde vastgoedvennootschap”) (“SIR”/“GVV”) which will not fall under the scope of the AIFM Act.

For the purposes of the REITs Act an SIR/GVV is (i) a company incorporated for an unlimited duration, (ii) whose business activity is exclusively the placing of real properties at the disposal of users (i.e., for their purposes of these users’ raising, renovating, developing, acquiring, selling, managing and exploiting of real properties) and, as the case may be and within the limits set forth in the REITs Act, the holding of real estate certificates, shares or units in real estate investment companies or funds, and (iii) is licensed as such by the Financial Services and Market Authority (“FSMA”).

The SIR/GVV must pursue a business strategy enabling it to hold its real properties on a long-term basis. When exercising its activities the SIR/GVV must focus on active management, which implies that it must, amongst other things, exercise its activities by itself without the possibility of delegating them to third parties.

The REITs Act distinguishes between two types of SIR/GVV:

  • a public SIR/GVV, whose shares are admitted to trading on a regulated market, and it raises capital by means of a public offer; and
  • an institutional SIR/GVV, which is under the exclusive or joint control of a public SIR/GVV, and it raises capital solely from eligible investors acting on their own behalf and whose securities may only be acquired by such investors.

The REITs Act lays down rules regarding conditions for authorisation (such as governance, management structure, organization, real estate expert, etc.), operational conditions (inter alia risk management, remuneration, conflicts of interest, insurance coverage, prohibitions, inventory and valuation, periodic information, accounting rules), and supervision which are largely similar to the rules that applied to existing closed-end real estate investment funds (“sicafis”/“vastgoedbevaks”) before the AIFM Act’s entry into force .
 

Pursuant to the REITs Act, the existing closed-end real estate investment funds (“sicafis”/“vastgoedbevaks”) will have the option of converting itself into an SIR/GVV within four months after the REITs Act enters into force, as a result of which they will avoid falling under the scope of the AIFM Act while maintaining the benefit of the existing tax regime for sicafis/vastgoedbevaks. It is important to note in this respect that the REITs Act gives an exit right for shareholders who vote against the adoption of the new SIR/GVV status during the shareholders' meeting whereby such shareholders can request the real estate investment company to buy back up to €100,000 of its shares.

Entry into force

The date of entry into force of the REITs Act will be set by Royal Decree (which is yet to be published).

Footnote

  1. For further information on the new AIFM Act, please refer to our Banking and Finance Letter of 17 June 2014)

All rights reserved. Care has been taken to ensure that the content of this e-bulletin is as accurate as possible. However the accuracy and completeness of the information in this e-bulletin, largely based upon third party sources, cannot be guaranteed. The materials contained in this e-bulletin have been prepared and provided by Stibbe for information purposes only. They do not constitute legal or other professional advice and readers should not act upon the information contained in this e-bulletin without consulting legal counsel. Consultation of this e-bulletin will not create an attorney-client relationship between Stibbe and the reader. The e-bulletin may be used only for personal use and all other uses are prohibited.

 

 

 

 

 

Team

Related news

15.11.2019 NL law
Het kerstmenu van de AFM: vijf gangen - Column Fondsnieuws

Short Reads - Vliegen de pepernoten, adventskalenders en kerstkransjes u alweer om de oren?  Nee, het aanmeten van een gezonde levensstijl wordt u aan het einde van het jaar niet makkelijk gemaakt. Gelukkig helpt het Voedingscentrum ons daar een handje bij; en wel met de 'Schijf van Vijf'. De AFM introduceerde vorig jaar iets vergelijkbaars voor de financiële sector.

Read more

08.11.2019 BE law
Interview with Wouter Ghijsels on Next Gen lawyers

Articles - Stibbe’s managing partner Wouter Ghijsels shares his insights on the next generation of lawyers and the future of the legal profession at the occasion of the Leaders Meeting Paris where Belgian business leaders, politicians and inspiring people from the cultural and academic world will discuss this year's central theme "The Next Gen".

Read more

13.11.2019 NL law
A new Act on the Supervision of Trust Offices

Articles - Roderik Vrolijk and Soeradj Ramsanjhal published an article in the Dutch Financial Law Review as a follow-up on their article two years ago in the same journal. The authors specifically shed light on the customer due diligence and open norms of the new Act on the Supervision of Trust Offices 2018, that entered into force on 1 January 2019. 

Read more

07.11.2019 NL law
Banking & Finance 2019 Second Edition – The Netherlands and Luxembourg chapter

Articles - Maarten de Bruin, Rein van Helden, Rogier Raas and Robert Steeg have all contributed to the Chambers and Partners Banking & Finance 2019 Second Edition, providing the Netherlands chapter. The Luxembourg chapter was written by Gérald Origer, Jean-Marc Delcour, Steven Paridaens and Nicolas Pradel.

Read more

12.11.2019 EU law
Warranty & Indemnity Insurance: an increasingly popular insurance

Articles - A warranty & indemnity (W&I) insurance covers damage resulting from breaches of warranties given in the SPA by the seller. W&I insurance has been around for many years, but it has become increasingly popular in the last few years. According to Lockton, “recent statistics suggest that over 50% of corporate real estate transactions in Europe now use W&I insurance, a large driver for this has been the adoption of a EUR 1 cap on sellers’ liability under the SPA.”

Read more

Our website uses functional cookies for the functioning of the website and analytic cookies that enable us to generate aggregated visitor data. We also use other cookies, such as third party tracking cookies - please indicate whether you agree to the use of these other cookies:

Privacy – en cookieverklaring