In their insightful article, “Real Estate Investment Companies (REICs) in Greece,” Senior Associates Ioannis Charalampopoulos, Eleanna Karvouni along with Trainee lawyer Dimitris Tentomas, published in the “Business Law Insights 2023”, a special edition by Kathimerini in collaboration with NOMIKI BIBLIOTHIKI, they shed light on the flourishing Greek real estate market and the role of REICs in driving its growth.
As Greece continues to attract both domestic and foreign investors, REICs have emerged as key players in large-scale real estate investments. Backed by a flexible regulatory framework, these corporate vehicles offer significant advantages to investors.
The full article follows.
Real Estate Investment Companies
The success story of the Greek economy is closely tied to the rapid growth of investments in the real estate sector. In recent years, both domestic and more and more foreign investors have placed their trust in the Greek real estate market. Greece has firmly set its foot on the radar of international investors for its real estate market, setting the stage for promising developments in the future.
It is in this context that Real Estate Investment Companies (REICs) are active today. These corporate vehicles serve large-scale real estate investments, offering significant advantages that come with the obligations of a regulated listed company. The relevant provisions were introduced in Greece under Law 2778/1999 and were subsequently improved thanks to a series of legislative amendments allowing for a more flexible regulatory framework in favor of REICs.
Formation and Operation
REICs are Sociétés Anonymes established for the exclusive purpose of acquiring and managing real estate. Their lawful operation requires a license from the Hellenic Capital Market Commission. To grant an operating license, the Commission takes into account the investment plan, organization, the technical and financial aspects of the company, as well as the credibility, suitability, and relevant experience of its management, the fitness of its shareholders, and the sufficiency of/the compliance to corporate governance rules.
The minimum required share capital for a REIC is €25,000,000, due upon the company’s establishment. It can consist of cash and capital market contributions, real estate or movable assets that serve the operational needs of the company, as well as any shares of companies investing in or exploiting real estate.
Within two years from its formation (or the conversion of a company into a REIC), the company’s shares must be listed on the Greek Capital Market. This two-year deadline can be extended, by way of exception. At the time of the entry into the Capital Market, at least 50% of the REIC’s share capital must be invested in real estate. A REIC is subject to auditing by the Hellenic Capital Market Commission as a listed company bound by the relevant regulatory provisions and for the purpose of ensuring its compliance with the applicable legislative framework.
Investments
A REIC’s investment options are highly regulated. At least 80% of its total assets must be invested in commercial or industrial real estate properties located in any state within the European Economic Area (up to 20% of total property investments can be made in third countries). Eligible investments include surface rights, leasing rights and other rights on properties of this category, as well as shares and units of companies or mutual funds that invest in such properties. It should be noted that investments in residential properties cannot exceed 25% of the total investments. Finally, the regulatory framework imposes restrictions on loans and credits, that cannot exceed 75% of its equity. In case the loan in question serves the acquisition of properties used to cover its operational needs, the limit is set at 10% of the value of its equity reduced by the total value of the REIC’s real estate investments.
Favorable Tax Regulations
REICs also enjoy significant tax exemptions and benefits, making them particularly attractive vehicles for investments.
The most notable advantage is the exemption from corporate income tax, except for dividends acquired in Greece. Instead, REICs are required to issue a semi-annual investment statement of their assets at the end of each semester, with a separate reference to each investment category supported by the report of an independent appraiser. The tax is levied on the average value of the investments, including any available capital, at their current value, with a rate set at 10% of the current intervention rate of the European Central Bank, increased by one unit. In the event of a change in the reference interest rate, the resulting new tax calculation basis applies from the first day of the following month (the current rate is 0.475% based on the applicable reference rate of 3.75% as of 10.05.2023).
Dividends allocated by REICs are not subject to any tax deduction (currently at 5%). It should however be stressed that, contrary to common corporate law, REICs are required to pay an annual dividend to their shareholders equal to 50% of their annual net profits, excluding any profits related to the surplus from the sale of properties, thus ensuring a significant minimum mandatory dividend policy. However, it is possible for REICs to provide otherwise by virtue of their articles of association.
REICs are also exempt from paying property transfer tax when acquiring properties (3.09% on the property value), as well as from the Supplementary Income Tax on Rentals. They also benefit from reduced annual property tax rates and Land Registry fees.
Shares issued by REICs, as well as the transfer of properties to a REIC, are exempt from any tax, fee, stamp duty, contribution, right, or any other surcharge payable to the Greek State, public law legal entities, or third parties, including any tax on raising capital. Furthermore, based on the opinion letter No. 54/2019 issued by the Legal Council of the Greek State, REICs are exempt from paying the Large Property Holding Tax both for the properties they own and do not use for their own operation, as well as for the properties transferred to them upon their establishment.
Finally, capital contributions to REICs may – under certain conditions – be an eligible investment for the purposes of being included in the alternative taxation regime for foreign-sourced income for individuals who transfer their tax residence to Greece according to Article 5A of Law 4172/2013, as well as for the residence permit regime for the purposes of investment according to Article 16 of Law 4251/2014, provided that the investments are made by the REIC exclusively in Greece.
Conclusions
The corporate structure of REICs makes investment in the real estate market through this flexible collective investment undertaking particularly attracting. The favorable tax framework enjoyed by REICs enhances real estate investments’ profitability and competitivity. Further, under the current regime, establishing and investing through a REIC is not only an option for institutional investors but presents as an attractive, accessible and beneficial investment vehicle for private investors as well.
- You can download the article in Greek below.
