世界各国reits法律框架(英文版)
pwC
Real Estate
Worldwide REIT Regimes Country Summaries
Worldwide REIT Regimes Country Summaries Contents
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2
Contents
Introduction (3)
Australia (4)
Belgium (5)
Canada (6)
France (7)
Germany (8)
Hong Kong (9)
Italy (10)
Japan (11)
The Netherlands (12)
Singapore (14)
United States (14)
United Kingdom (15)
Worldwide REIT Regimes Country Summaries Introduction Introduction
On the occasion of the publication of the 2007 edition of "Emerging Trends in Real Estate Europe" we are pleased to publish the present overview on global REIT regimes.
This year's "Emerging Trends" confirms that the overwhelming success of existing REITs and the continuous introduction of new REIT regimes in more and more countries is one of the most remarkable developments in global real estate finance. To keep you up to speed and allow you to compare the various regimes PwC's Global Real Estate Tax Group have conceived this booklet.
As you will notice it is a high level comparison of key attributes of selected REIT regimes and at present does only contain a selected number of countries. However, we trust that you will find it a useful reference and source of information. The REIT country contacts will be delighted to assist with any further requests on the local REIT model.
Uwe Stoschek
Global Real Estate Tax Leader
PwC3
Worldwide REIT Regimes Country Summaries Australia - Listed Property Trust
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4 Australia - Listed Property Trust (LPT)
1 Legal Form
Public unit trust. Commonly referred to as a Listed Property Trust. 2 Requirement to be listed? No requirement to be listed, but in practice many are. 3 Minimum number of share-holders
No minimum requirement
4
Asset/income/activity tests
Public unit trusts investing in land must do so for the purpose, or pri-marily for the purpose of deriving rental income (eligible investment business). Public unit trusts that carry on a trading business, i.e. busi-ness that does not consist wholly of eligible investment business, will not receive flow though treatment. 5 Restrictions on foreign as-sets
No restrictions 6 Restrictions on foreign shareholders
No restrictions
7
Tax residency requirement
Trust may be resident or non-resident. 8 Specific investment alloca-tion See above comments on activity tests.
9 Borrowing restrictions No formal requirements, subject to general principles (thin capitalisa-tion rules).
10 Distribution requirements 100 % annual distribution of income and capital gains derived.
11
Tax treatment at entity level
Transparency, provided all unitholders are presently entitled to the in-come of the trust. Certain income may be taxable in the hands of the trustee where the income is attributable to non-resident unitholders and is Australian sourced. 12 Withholdings on distributions
● Domestic: None
● Foreign: 30 % for corporate unitholders, minimum of 29% for indi-viduals ● Treaty access: Yes
13 Special benefits/incentives Transparency (see above). 14 How long REIT regime in
existence
Since 1971 15 Size of public REIT market Over US$ 50 bn 16 Number of public REITs Over 60 17 Transition to REIT arrange-ments
None
18 General remarks Australia has one of the most developed REIT markets worldwide. LPTs are commonly externally managed. 19
Contact
Brian Lawrence; PwC Sydney Tel.: +61 2 8266-5221
https://www.wendangku.net/doc/2e16996686.html,wrence@https://www.wendangku.net/doc/2e16996686.html,
Worldwide REIT Regimes Country Summaries
Belgium - SICAFI
PwC 5
Belgium - SICAFI
1 Legal Form Public limited liability company or partnership limited by shares
2 Need to be listed? Listing requirements Yes, after the approval of the BBFAC
3 Minimum number of share-holders
None, 30 % must be listed.
4 Asset/income/activity tests In principle only real estate investments are allowed, be it that this is broadly defined and also contains indirect investments.
5 Restrictions on foreign as-sets
No 6 Restrictions on foreign shareholders
No
7
Tax residency requirement
Belgian tax resident
8 Specific investment alloca-tion
In principle maximum 20 % can be invested in the same project. As of June 2006, the risk diversification requirement no longer apply to prop-erties subject to long-term commitments of a Member State of the
European Economic Area (EEA) or international organisations in which one or more EEA Member States participate.
9 Borrowing restrictions
Up to 65 % of SICAFI’s assets at the time the loan agreement is con-cluded.
10 Distribution requirements At least 80 % of its net earnings
11
Tax treatment at entity level
[transparent, dividend paid deduction]
● The SICAFI is taxed at rate of 33.99 % on its non-deductible ex-penses and abnormal or gratuitous benefits received. The capital gains and the income from the property is hence tax-exempt. ● The withholding tax levied on movable income can be credited against the corporate income tax liability or is reimbursed. ● A SICAFI is also subject to an annual tax of 0,07 % on their net as-set value (as from 1 January 2007 0,08 %).
12
Withholdings on distributions
● Domestic: In principle 15 %. However, 0 % provided at least 60 % of the assets are invested in Belgian residential property. ● Foreign: In principle 15 %. However, 0 % provided at least 60 % of the assets are invested in Belgian residential property. ● Treaty access: Yes: 5 %-10 %-15 %
13 Special benefits/incentives
for REITs Not specifically (except for the above) 14 How long REIT regime in existence
As of 23 May 1995 15 Size of public REIT market US$ 5 bn 16 No of Public REITs 13
17
Transition to REIT arrange-ments
In case of transformation into a SICAFI or a merger, split or partial split involving a SICAFI, the capital gain will be taxed at a rate of 16.995 % only (exit tax). There is however no such reduced rate for capital gains realised upon contribution into or sale to a SICAFI. The contributions in cash or in kind (e.g., real estate) made to a SICAFI benefit from an exemption from proportional registration duties. Only the fixed duty of US-Dollar 25 will be due.
18 General remarks
The aim of creating the Belgian REIT’s was to promote investments in real estate in a relatively safe (diversified, regulated, controlled) and tax-favourable environment. 19 Contact
Laurens Narraina; PwC Belgium Tel.: +32 2 7107-7431 laurens.narraina@pwc.be
Worldwide REIT Regimes Country Summaries Canada - Mutual Fund Trust
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6 Canada - Mutual Fund Trust
1 Legal Form
Mutual Fund Trust (Commonly referred to as a Real Estate Investment Trust).
2 Requirement to be listed? Must be listed on a stock exchange or other public market. 3
Minimum number of share-holders
At least 150 unitholders.
4 Asset/income/activity tests
● Cannot hold non-portfolio property (i.e., equity and debt of Cana-dian-resident corporations, trusts or partnership if certain equity tests are met by the trust, and property used in carrying on a busi-ness) except real property situated in Canada. ● FMV of real properties situated in Canada, cash debt or other obli-gations of governments in Canada is at least 75 % of the REIT’s eq-uity value. ● At least 75 % of income is attributable to rents from; mortgages on; or gains from the disposition of, real properties situated in Canada. ● At least 95 % of income is from properties in Canada or abroad. ● Must acquire, hold, maintain, improve, lease or manage capital real property (or interests therein) or invest its funds in other property. Other activities can be carried on through subsidiary entities, subject to asset and income tests. ● Real property excludes depreciable property with tax depreciation rate that exceeds 5 %.
5 Restrictions on foreign as-sets
Yes, must meet asset and income tests above, annually.
6 Restrictions on foreign shareholders
REIT cannot be established or maintained primarily for the benefit of non-residents.
7
Tax residency requirement
Must be resident in Canada 8 Specific investment alloca-tion See asset requirements above. 9 Borrowing restrictions None
10 Distribution requirements Yes, for REIT to avoid paying tax it must allocate 100 % of its taxable income. Including taxable capital gains, to the investors.
11 Tax treatment at entity level Taxable income of REIT that is not allocated to investors is subject to tax at a rate of approx. 45 %. 12
Withholdings on distributions
● Domestic: None
● Foreign: 25 % withholding tax (may be reduced to 15 % by treaty) on distributions of income and taxable capital gains. ● 15 % withholding tax on distributions greater than income and tax-able capital gains. ● Treaty access: Is a resident of Canada for Treaty purposes.
13 Special benefits/incentives See general remarks.
14 How long REIT regime in existence
Since 1993, but new REIT regime to be in place effective 1 November 2006. 15 Size of public REIT market CA$ 31.0 bn
18
General remarks
This REIT summary is based on draft legislation released on 21 De-cember 2006 and applies to all existing REITs starting in 2011 and new REITs formed after 31 October 2006, starting in 2007. The exist-ing REITs will operate under similar rules during the implementation period, expect for some of the asset/income/activity tests. 19 Contact
Chris Potter, Chris Vangou, Harold Burke; PwC Toronto Tel: +1 416 218-1468, +1 416 228-1087, +1 416 228-1035 chris.j.potter@https://www.wendangku.net/doc/2e16996686.html,, chris.vangou@https://www.wendangku.net/doc/2e16996686.html,, harold.a.burke@https://www.wendangku.net/doc/2e16996686.html,
Worldwide REIT Regimes Country Summaries
France - SIIC
PwC
7
France - SIIC
1 Legal Form
Joint stock company. Commonly referred to as SIICs.
2 Requirement to be listed? Yes, listing required in French regulated market with EUR 15 m share capital.
3
Minimum number of share-holders
● Minimum requirement of 7 shareholders ● Anti-captive provisions
– shareholders or shareholders working in concert will not be al-lowed to own more than 60 % in the share capital of an existing SIIC as from 1 January 2009. New SIIC are subject to this rule since the 1 January 2007.
– Minimum free float of 15 % for SIIC created as from 1 January 2007, free float being defined as a maximum of 2 % per share-holder.
4 Asset/income/activity tests
● Acquisitions/construction of RE properties for rental activity
● Investments in industrial, commercial or residential property possible ● Freehold (directly or not) leasehold properties (through financial, construction and long term leases) and usufruct rights
● Ancillary activities authorized (financial leasing, real estate trading, development) subject to standard CIT 5 Restrictions on foreign as-sets
Only French source income may be tax exempt under the SIIC (right to tax is generally with the country where the properties are located). 6
Restrictions on foreign
shareholders
Since 1 Jan. 07, a 20 % tax applies on distributions made by SIIC to shareholders (other than individuals) owning directly or indirectly 10 % of the share capital, where said shareholders are not subject to CIT on SIIC dividends or are subject to CIT for an amount lower than 1/3 the amount of CIT which would have been paid in France (e.g. Spain). 7 Tax residency requirement French tax residents or foreign companies with a double listing in France and abroad where prior tax ruling obtained. 8
Specific investment alloca-tion
No risk diversification requirement
9 Borrowing restrictions No specific provision, general principles apply (thin capitalisation rules) 10 Distribution requirements
● 85 % of rental income
● 50 % of capital gains (on RE or subsidiaries shares) and rental in-come paid by tenants operating a “hotel, café, restaurant” business (for income generated by premises acquired between 1 January 2007 and 31 December 2009). ● 100 % of other income must be distributed. 11 Tax treatment at entity level
Rental income and capital gains exempt
● Since 1 January 2007 capital gains arising form sales of RE assets between a SIIC and its subsidiaries are not subject to CIT provided certain requirements are met.
● Dividends received from subsidiaries are tax exempt (including divi-dends from a minimum 5 % share participation in another SIIC held at least 2 years). 12 Withholdings on distributions
Dividends distributed by a SIIC have access to DTTs. EU Parent Sub Directive not available. If no DTT, 25 % WHT.
13 Special benefits/incentives
● Contributions for shares/cash to a SIIC allow the seller to benefit from a 50 % reduction of its CIT (17 % instead of 34 %) provided that the SIIC keeps the real estate assets for at least 5 years. This rule applicable up to the end of 2008.
● Capital gains from the sale of hotel, restaurant and cafés premises, between 1 Jan. 07 to 31 Dec. 08, to a SIIC benefit from a roll over which will end up in a tax exemption after a period of 10 years. 14 How long REIT regime in
existence
Since 2003 15 Size of public REIT market US$ 18.8 bn 16 Number of Public REITs More than 36 17
Transition to REIT arrange-ments
Exit tax of 16.5 %
18 General remarks
● SIICs benefit from a significant competitive advantage for acquisi-tions compared to other real estate players. ● SIICs are exempt of French 3 % tax.
● Extreme growth in SIIC index experienced since inception. ● SIICs are internally managed. 19 Contact
Bruno Lunghi; PwC Paris Tel.: +33 1 5657-8279
bruno.lunghi@https://www.wendangku.net/doc/2e16996686.html,
Worldwide REIT Regimes Country Summaries Germany - REIT
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8 Germany - REIT
1 Legal Form
German joint stock corporation (AG – Aktiengesellschaft). Commonly referred to as G-REITs.
2
Requirement to be listed?
Yes, listing on EU or EEA stock exchange required. There are no pri-vate REITs as an open-ended fund already exists for institutional inves-tors.
3
Minimum number of share-holders
Direct shareholders are split into two buckets:
● “85 % bucket” – at least 9 shareholders each owning less than 10 %. ● “Retail investor bucket” of 15 % – at least 6 shareholders each own-ing less than 3 %.
4 Asset/income/activity tests Minimum requirement that 7
5 % of earnings and assets relate to real estate assets. 5 Restrictions on foreign as-sets
None 6 Restrictions on foreign shareholders
None
7
Tax residency requirement
German tax resident
8 Specific investment alloca-tion None but limitations on trading assets 9 Borrowing restrictions 60 %
10 Distribution requirements 90 % of net profits after depreciation 11 Tax treatment at entity level G-REITs are tax exempt. 12
Withholdings on distributions
● Domestic: 25 % ● Foreign: 25 %
● Treaty access: Yes, 10 %-15 %
13 Special benefits/incentives Preferred Entry Tax Charge for certain assets
14 How long REIT regime in
existence
Effective 1 January 2007 with first REITs expected to be introduced in 2007. 15 Size of public REIT market N/a 16 Number of public REITs N/a
17
Transition to REIT arrange-ments
Preferred Entry Tax Charge for certain assets. Vendor has 50 % reduc-tion on gain on sale of assets to REIT.
18 General remarks
● G-REIT law currently in the parliamentary process to be finalised by March 2007. ● Some debate still ongoing regarding residential assets being eligible assets for G-REITs. ● G-REITs will be internally managed.
19
Contact
Uwe Stoschek, Helge Dammann; PwC Berlin Tel.: +49 30 2636-5286, +49 30 2636-5222
uwe.stoschek@https://www.wendangku.net/doc/2e16996686.html,, helge.dammann@https://www.wendangku.net/doc/2e16996686.html,
Worldwide REIT Regimes Country Summaries
Hong Kong - REIT
PwC 9
Hong Kong - REIT
1 Legal Form
Unit trust 2 Required to be listed? Yes
3 Minimum number of share-holders
No minimum requirement
4 Asset/income/activity tests 90 % or more of assets must be income generating properties.
5 Restrictions on foreign assets None
6 Restrictions on foreign share-holders
None
7 Tax residency requirement Hong Kong resident unit trust
8 Specific investment allocation 90 % or more of assets must be income generating properties. 9 Borrowing restrictions
45 %
10 Distribution requirements 90 % of after tax income
11
Tax treatment at entity level
● REITs are tax exempt. REITs typically hold properties through SPVs which are subject to tax on income from Hong Kong proper-ties. ● Dividends up to the REIT are tax exempt. ● Overseas income is not subject to Hong Kong tax.
12 Withholdings on distributions None
13
Special benefits/incentives
None, but there is a territorial concept of taxation and no capital gains tax generally. Genuine foreign funds are exempt from Hong Kong tax.
14 How long REIT regime in exis-tence
Since July 2003 with the first REIT in November 2005 15 Size of public REIT market US$ 6 bn
16 Number of public REITs 4 (with reports of several more in progress) 17
Transition to REIT arrange-ments
No special arrangements
18 General remarks
● Favourable tax regime for cross border/regional listing. ● REITs can be either internally or externally managed.
19
Contact
KK So; PwC Hong Kong Tel.: +852 2289-3789 kk.so@https://www.wendangku.net/doc/2e16996686.html,
Worldwide REIT Regimes Country Summaries Italy - SIIQ
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10 Italy - SIIQ
1 Legal Form
Italian joint stock corporation (SpA). It will be referred as SIIQ. 2
Requirement to be listed?
● Yes, in Italian regulated markets.
● The special regime may be extended, upon option, to non-listed Ital-ian joint stock corporations (“SpAs”), carrying out the real estate lease as prevalent business, controlled by one or more SIIQs.
3
Minimum number of share-holders
No shareholder can hold, directly or indirectly, more than 51 %. At least 35 % of shares have to be held by shareholders each one not holding, directly or indirectly, more than 1 %. 4 Asset/income/activity tests
● 80 % of assets in real estate … used for lease business, other SIIQs
● 80 % of earnings derive from lease business, dividends from SIIQs
5 Restrictions on foreign as-sets
Not provided at present 6 Restrictions on foreign shareholders
Not provided at present 7 Tax residency requirement Italian tax residency 8 Specific investment alloca-tion
See asset test above 9 Borrowing restrictions Not provided at present
10 Distribution requirements 85 % of the net profit deriving from lease business and from SIIQs 11 Tax treatment at entity level Tax exemption for income from lease business and from other SIIQs 12
Withholdings on distributions
● Domestic: 20 % on dividends deriving from the lease business and from the investments in other SIIQs / 15 % on dividends deriving from certain residential building leases (but no to SIIQs, Italian pen-sion funds, Italian undertakings for collective investments, private wealth management under the “managed saving” substitute regime) ● Foreign: 20 % / 15 % (as Domestic) ● Treaty access: No (at present)
13 Special benefits/incentives Preferred Entry Tax Charge
14 How long REIT regime in existence
As from the tax period after that current on 30 June 2007 15 Size of public REIT market N/a 16 Number of Public REITs N/a
17
Transition to REIT arrange-ments
● Option for this regime implies realisation, at fair market value, of the real estate properties owned and used for the lease business. The net capital gain may be subject to a 20 % substitute tax, payable up to 5 years. ● Several facilities are provided for indirect tax purposes for contribu-tions and sales of real estate properties to SIIQs and companies which have opted for the special regime.
18
General remarks
The option for this regime is irrevocable and has to be expressed within the end of the tax period prior to the one in which this regime is intended to be applied (according to rules which are expected to be introduced).
19 Contact
Fabrizio Acerbis; PwC Milan Tel.: +39 2 91605-004
fabrizio.acerbis@https://www.wendangku.net/doc/2e16996686.html,
Worldwide REIT Regimes Country Summaries
Japan - J REIT
PwC 11
Japan - J REIT
1 Legal Form
Investment corporation. Commonly referred to as J-REITs. There is a trust type REIT but this is not used in practice.
2 Requirement to be listed? No formal requirement to be listed, but most J-REITs are listed in Ja-pan. Listing can be on any stock exchange. 3
Minimum number of share-holders
Minimum is 4,000 shareholders 4 Asset/income/activity tests
● Gross assets – JPY5 billion or more ● Net assets – JPY1 billion or more ● Net asset per share – JPY50,000 or more ● 70 % of assets in real property or equivalents
● 95 % or more of assets should be real properties, equivalents or current assets.
5 Restrictions on foreign as-sets
None, however foreign assets are not acquired in practice.
6 Restrictions on foreign shareholders
Greater than 50 % of shareholders must be domestic shareholders at the end of each fiscal year.
7
Tax residency requirement
Only J-REITs are eligible for dividend deductibility.
8 Specific investment alloca-tion For J-REITs listed on Tokyo Stock Exchange – 50 % or more of assets must generate stable income and be held for one year.
9
Borrowing restrictions
Borrowings are only allowed from Qualified Institutional Investors (banks and security companies etc). Informal borrowing limit applied by Japanese stock exchanges is 60 %. 10 Distribution requirements Greater than 90 % of taxable income
11 Tax treatment at entity level Dividends paid are deductible where above asset, ownership and bor-rowing conditions are met.
12
Withholdings on distributions
● Domestic: 7 % for corporates, 10 % for individuals ● Foreign: 7 % for all foreign investors
● Treaty access: Treaty available if rate is less than 7 %.
13 Special benefits/incentives Dividend deductibility
14 How long REIT regime in existence
Regime introduced in 1998, with first J-REIT listed in 2001. 15 Size of public REIT market US$ 30 bn 16 Number of public REITs 40
17
Transition to REIT arrange-ments
No specific rules
18 General remarks
● To manage a J-REIT, the asset manager must obtain a licence from the FSA and this may take 6 months to 1 year. ● J-REITs are externally managed as there is a requirement to out-source the management of the REIT.
19
Contact
Raymond Kahn, Hiroshi Takagi; PwC Tokyo Tel.: +81 3 5251-2909
raymond.a.kahn@https://www.wendangku.net/doc/2e16996686.html,, hiroshi.takagi@https://www.wendangku.net/doc/2e16996686.html,
Worldwide REIT Regimes Country Summaries The Netherlands - FBI
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12 The Netherlands - FBI
1 Legal Form
Dutch public company (NV), private company (BV) or mutual fund (but note proposed changes below).
2 Requirement to be listed? Listing not required, however listed REITs may benefit from more relaxed shareholder conditions.
3
Minimum number of share-holders
● REIT listed on the Amsterdam stock exchange – limitation on con-trol of shares in the REIT to 45 % held by a single entity. ● REIT not listed on Amsterdam stock exchange – 75 % or more of the shares in a REIT must be held by individuals, tax exempt enti-ties and/or REITs listed on the Amsterdam stock exchange.
4 Asset/income/activity tests
● The purpose and activities of the REIT must consist solely of pas-sive investment activities, i.e. the REIT must not carry on a trade or
business. ● Investment activities may include any type of investment, including real estate investments or investments of a financial nature (such as loans, shares or other securities).
5 Restrictions on foreign assets None
6
Restrictions on foreign share-holders
A single non-resident fund for joint account or a single non-resident company, may not own a direct interest of 25 % or more in the REIT (to be abolished under proposed changes).
7 Tax residency requirement Dutch tax resident (to be abolished under proposed changes) 8 Specific investment allocation None
9
Borrowing restrictions
Investments may be financed by borrowings up to: ● 60 % of the book value of real estate investments; and ● 20 % of the book value of other investments
10 Distribution requirements Taxable profits to be distributed within 8 months of each financial year end. Capital gains do not have to be distributed. 11 Tax treatment at entity level Subject to 0 % corporate income tax
12
Withholdings on distributions
● Yes. Potentially a refund at the level of pension funds (domestic or foreign). No withholding tax on capital gains distributed. ● Domestic: 25 %
● Foreign: Potentially reduced under treaties. ● Treaty access: Yes
13 Special benefits/incentives None, other than noted above. 14 How long REIT regime in exis-tence
Since 1969
15 Size of public REIT market Over US$ 17 bn (as at the end of 2004) 16 Number of Public REITs 13
17
Transition to REIT arrange-ments
Taxation of hidden reserves and goodwill upon entering regime. 18 General remarks
● Dutch REITs are internally managed.
● Dutch listed REITs typically trade at a premium of roughly 10 %. ● Interesting opportunities arise for foreign investors under new REIT regime. Proposed changes include (but not limited to): – Expansion of entities qualifying for REIT regime and allowed in-vestment activities – Abolishment of residency requirement – Abolishment of foreign shareholder limitations
– Abolishment of distinction between listed and non-listed REITs – A reduction in domestic withholding tax to 15 %
19
Contact
Jeroen Elink Schuurman; PwC Amsterdam Tel.: +31 20 568-6885
jeroen.elink.schuurman@https://www.wendangku.net/doc/2e16996686.html,
Worldwide REIT Regimes Country Summaries
Singapore REIT
PwC 13
Singapore REIT
1 Legal Form
Trust, commonly referred to as S-REITs. 2 Requirement to be listed? Yes in order to benefit from tax breaks.
3
Minimum number of share-holders
● SGD denominated funds – at least 25 % of the share capital or units
must be held by at least 500 public shareholders. ● Foreign denominated funds – a “spread of holders” requirement ● Minimum size US$ 20 m (or SGD equivalent) for each
4 Asset/income/activity tests
● Permitted assets – real estate and related assets; debt securities
and listed shares; government securities; cash or cash equivalent ● Asset levels – 35 % of total assets in real estate; 70 % in real estate and real estate related assets ● Some restrictions re investment in vacant land; incomplete non resi-dential development and size of investment in single securities
5 Restrictions on foreign as-sets
None 6
Restrictions on foreign shareholders
None
7 Tax residency requirement Constituted in Singapore with Singapore based manager. 8 Specific investment alloca-tion See asset levels above
9 Borrowing restrictions 60 % and note that interest income is not taxable in Singapore. 10 Distribution requirements 90 % of taxable income
11 Tax treatment at entity level Transparency for net rental income distributed. Balance of income taxed at 20 %.
12
Withholdings on distributions
● Domestic: Nil. Recipient taxed by assessment where appropriate ● Foreign: 10 % on Singapore rental income; 0 % on foreign rental income ● Treaty access: No
13
Special benefits/incentives
Transparent treatment to the extent income is distributed; reduced tax (10 %) on foreign corporate unitholders for properties located in Singa-pore; total exemption for individuals. 14 How long REIT regime in
existence
2000 but first REIT in 2002 15 Size of public REIT market US$ 13.5 bn
16 Number of public REITs 13 (with several in progress) 17 Transition to REIT arrange-ments
Stamp duty exemption
18 General remarks Tax free investment into Singapore properties for individuals. S-REITs are primarily externally managed. 19
Contact
David Sandison; PwC Singapore Tel.: +65 6236-3675
david.sandison@https://www.wendangku.net/doc/2e16996686.html,
Worldwide REIT Regimes Country Summaries United States - US REIT
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14 United States - US REIT
1 Legal Form
Corporation or trust or association taxable as a corporation. 2 Requirement to be listed? No, both public and private REITs exist in the US.
3
Minimum number of share-holders
Minimum requirement of 100 shareholders, of which 5 or fewer indi-viduals (generally, natural persons) cannot own more than
50 % of the value of the REIT’s stock (applying broad attribution rules) during the last half of its taxable year.
4 Asset/income/activity tests
● Annually, at least 75 % of the REIT’s gross taxable income must be from real estate-related income, such as rents from real property, in-terest on obligations secured by mortgages on real property, gain on sale of real property and mortgages, and dividends and gains from other US REITs.
● Annually, at least 95 % of the REIT’s gross taxable income must be from real estate-related income (above), interest and dividend in-come, gains on securities.
● Quarterly, at least 75 % of the value of the REIT’s gross assets must consist of real estate assets, cash and cash items (including receivables), and U.S. Government securities.
● Quarterly, a REIT cannot own more than 10 % of the vote or value of the securities of another corporation, except for other REITs, Taxable REIT Subsidiaries and 100 %-owned subsidiaries, and these securities cannot comprise more than 5 % of the value of the REIT’s gross assets.
● The value of all securities of Taxable REIT Subsidiaries owned by the REIT cannot be more than 20 % of the value of the REIT’s gross assets. 5 Restrictions on foreign assets None, but must meet asset tests above.
6 Restrictions on foreign
shareholders
None, but must meet shareholder requirements above.
7 Tax residency requirement None based upon place of management; must be formed in one of the 50 states or the District of Columbia. 8 Specific investment allocation See asset requirements above. 9 Borrowing restrictions
None
10 Distribution requirements Must distribute at least 90 % of ordinary taxable income.
11
Tax treatment at entity level
● Corporate level tax applies on taxable income not distributed. Most states follow the federal treatment although some do not. ● 4 % excise tax if the REIT fails to distribute at least 85 % of its ordi-nary income and 95 % of its net capital gain within the tax year.
12
Withholdings on distributions
● Domestic: No requirement
● Foreign: 30 % on ordinary dividends; 35 % on capital gain divi-dends; 10 % on return of capital unless withholding certificate ob-tained. ● Treaty access: Ordinary dividends: Generally 10 %-15 %, often with limitations for companies owning over 10 % unless the REIT is “di-versified”; zero withholding in some cases for pension funds. Gov-ernmental entities may be exempt under domestic law. – Capital gain dividends attributable to sale of U.S. real property: For ownership of 5 % or less of publicly-traded REIT – treated the same as ordinary dividend.
Otherwise subject to tax at 35 %, plus branch profits tax.
13 Special benefits/incentives Deduction for dividends paid to shareholders 14 How long REIT regime in
existence
Since 1960 15 Size of public REIT market US$ 475 bn 16 Number of public REITs Approximately 200
17
Transition to REIT arrange-ments
REIT election is made by filing Form 1120-REIT. Regular corporation becoming a REIT is required to distribute its accumulated tax earnings and profits; net built-in gain in assets is subject to corporate level tax on gain recognized within 10 years.
18 General remarks
Favourable tax regime on exit from foreign investment in US real es-tate on sale of publicly traded REITs (5 % ownership limitation) and domestically controlled REITs. 19 Contact
Gary Cutson; PwC New York Tel: +1 646 471-8805 gary.cutson@https://www.wendangku.net/doc/2e16996686.html,
Worldwide REIT Regimes Country Summaries
United Kingdom - UK REIT
PwC 15
United Kingdom - UK REIT
1 Legal Form
Company (incorporated anywhere)
2 Requirement to be listed? Yes, on any (worldwide) exchange recognised by HMRC.
3 Minimum number of share-holders
● REIT must not be a “close” company i.e. needs to be widely held. ● No corporate shareholder should hold 10 % or more of the shares. 4
Asset/income/activity tests
General requirements: ● At least 3 properties held
● A single property must not exceed 40 % of total value. ● Owner-occupation prohibited
● 75 % income profits and assets must relate to tax exempt business.
5 Restrictions on foreign assets None
6 Restrictions on foreign shareholders
None
7 Tax residency requirement UK tax resident
8 Specific investment allocation Limitations on non-real estate investments, trading assets, etc. 9 Borrowing restrictions Interest cover at least 1.25 times
10 Distribution requirements 90 % of income profits (subject to company law override) 11 Tax treatment at entity level Tax exempt, i.e. non-transparent
12
Withholdings on distributions
● Domestic: 22 % (but not to UK corporates, pension funds, charities etc) ● Foreign: 22 %
● Treaty access: Yes, can be reduced to 15 %.
13 Special benefits/incentives N/a
14 How long REIT regime in existence
Effective 1 January 2007 15 Size of public REIT market N/a 16 Number of public REITs N/a
17
Transition to REIT arrange-ments
2 % entry charge on conversion calculated on market value of assets. 18 General remarks
● HMRC still consulting with representative bodies on practical guid-ance. ● UK REITs will be internally managed.
19
Contact
Ros Rowe; PwC London
Tel.: +44 207 213-5455, +44 207 804-3577 rosalind.rowe@https://www.wendangku.net/doc/2e16996686.html,
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