SIR / SIIC / SOCIMI

Ascencio - Sir-S

SIR status

Since 2014, Ascencio has had the status of a public SIR (Société Immobilière Réglementée, public Regulated Real Estate Company or public B-REIT).

Main characteristics:

  • Company with a fixed capital and a fixed number of shares
  • Stock market listing
  • Activity limited to real estate investments; on an ancillary basis, SIRs may invest their assets in transferable securities
  • Maximum 20% of the consolidated balance sheet invested in a single real estate unit
  • Option for the Belgian subsidiaries of the public SIR to obtain institutional SIR approval
  • Consolidated debt limited to 65% of the asset market value; the amount of mortgages or other sureties may not exceed 50% of the total fair value of the real estate
  • assets and no mortgage or surety may represent more than 75% of the value of the asset encumbered
  • Very strict rules on conflicts of interest
  • Regular asset valuations by independent real estate experts
  • Real estate accounting at its fair value
  • Depreciation exemption
  • Results (rental income and realised capital gains, less operating expenses and financial charges) exempt from tax
  • At least 80% of the amount of the adjusted result and net capital gains on the realisation of real estate assets not exempt from the distribution obligation, must be
  • distributed as a matter of obligation; the decrease in debt over the financial year may, however, be deducted from the amount for distribution
  • Real estate withholding tax of 30% for individuals resident in Belgium.
  • Companies applying for approval as a public or institutional SIR, or which merge with an SIR, are liable for a tax (exit tax), similar to a liquidation tax, on the net unrealised capital gains and on the tax-free reserves at a rate of 12.5% until 31 December 2019 and 15% from 1 January 2020.

This regime is currently governed by the Law of 12 May 2014 (as amended by the law of 22 October 2017) and the Royal Decree of 13 July 2014 (as amended by the Royal Decree of 23 April 2018) relating to B-REITs

SIIC status

Since 2010, Ascencio has had the status of a public SIIC (Société Immobilière Réglementée, public Regulated Real Estate Company or public B-REIT).
This tax regime allows for the creation, in France, of real estate companies which, similar to the Belgium system applicable to the Company, benefit from a favourable tax system.
This regime allows Ascencio’s French branch and subsidiaries to benefit from a corporate tax exemption on their rental income and realised capital gains in return for the obligation to distribute 95% of their profits from the leasing of their real estate assets.

Main characteristics:

  • Exemption from corporation tax for profit deriving from
    • Leasing of properties
    • Capital gains on sale of properties
    • Capital gains on shares in subsidiaries opting for the SIIC (listed real estate investment companies) regime or partnerships having the same object
    • Profit distributed by their subsidiaries that have opted for the SIIC regime
    • Share of profit in partnerships carrying out real estate business.
  • Obligation to distribute profits: 95% exemption on rental income, 60% exemption on income from the disposal of real estate, securities of partnerships and subsidiaries coming under the SIIC system and 100% of the dividends distributed to them by their subsidiaries liable for the tax on companies opting for the SIIC system.
  • when opting for the SIIC system, payment over four years of an “exit tax” at the reduced rate of 19% on unrealised capital gains relating to real estate held by the SIIC or its subsidiaries opting for the SIIC system, and to the securities of partnerships not liable for the corporate tax.

SOCIMI

Since 2022, Ascencio has had the status of spanish “SOCIMI” (Sociedad Anónimas Cotizadas De Inversión en el Mercado Inmobiliario or Listed Public Real Estate Investment Company)

Main characteristics:

  • The parent company must be an SA (société anonyme,or public limited company) or another form of company limited by shares admissible for trading on a European stock market
  • The shares of the parent company must be registered or it must be possible to identify at least 95% of its shareholders
  • The purpose of the unlisted subsidiary SOCIMI is the acquisition, sale and development of urban real estate for rental. The Spanish subsidiary SOCIMI cannot hold shares in the capital of real estate companies and must hold its assets directly.
  • The Spanish SOCIMI regime does not impose specific leverage restrictions.
  • At least 80% of SOCIMI’s assets must be “eligible assets”, i.e. urban real estate intended for rental, plots of land intended for the erection of real estate intended for rental (provided that the development begins within three years of the date of purchase).
  • There is no asset diversification rule and SOCIMIs are allowed to hold a single property asset.
  • At least 80% of SOCIMI’s income must be derived from the rental of eligible assets.
  • Therefore, SOCIMIs are able to develop ancillary activities that represent less than 20% of total income during the tax period.
  • Eligible assets must be held by the SOCIMI for a period of three years from :
    • The acquisition of the asset
    • The first day of the financial year in which the company became a SOCIMI, if the asset was owned by the company before it became a SOCIMI.
  • The operating period means that these assets must be rented; the period during which the asset is on the rental market (even if it is vacant) will be taken into account, with a maximum of one year