ILN: BUYING AND SELLING REAL ESTATE - AN INTERNATIONAL GUIDE

[BUYING AND SELLING REAL ESTATE IN PORTUGAL]

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identity is public, accessible through the commercial registry official records. The quota transfer requires writing form and an official registry of the transmission. V.2. REAL ESTATE INVESTMENT FUNDS Over the last few years, these vehicles of real estate investment took up the Portuguese market, mostly due to its favorable tax regime. The so called “ Fundos de Investimento Imobiliário ” (“FII”) are autonomous assets under the joint ownership of individuals or corporate entities, usually called “unit - holders.” FII’s are also divided up into identical investment units. FII’s must assume one of three capital variability forms: i) Open-ended funds – with a number of investment units, variable according to the market demand; ii) Close-ended funds – with a fixed number of investment units, established at the moment of its emission, with the possibility of increasing or reducing its number, if and when mentioned in the law and in the management regulation; iii) Mixed funds – with a fixed number of investment units and variable number, included in two different categories. FII’s a re a type of undertaking for collective investment of a contractual nature, which management and representation must be performed by third ones specialized in the real estate market. FII’s can be managed by real estate investment fund management companies with effective registered office and activity in Portugal.

The creation of these entities requires a formal process, which includes authorization and official supervision from Bank of Portugal (“ Banco de Portugal ”) and of the Securities Commission (“ Comissão do Mercado de Valores Mobiliários ” or “CMVM”). The assets of a FII may comprise liquidity, real estate property and shareholdings in real estate companies. V.3. REAL ESTATE INVESTMENT COMPANIES In 2010, Portugal included in its legislation a possibility that already existed in most of European countries, which consisted in forming FII's with a corporate form (aside of the contractual form previously mentioned). The so- called “Sociedade de Investimento Imobiliário” (“SIIMO”) are collective investment entities with legal personality, which may take the form of a public limited liability company of variable capital ("SICAVI") or fixed capital ("SICAFI")' and whose property assets is owned by such entity. A SIIMO can be self-managed or managed by professional real estate investment fund management companies (as FII with contractual form). The standard practice in Portugal is to choose an already existing investment fund management company. Both SICAVI and SICAFI are subject to: i) The regulations on the previously mentioned open-ended and close-ended real estate investment funds (FII), respectively and, ii) The applicable regulations set out in the Portuguese corporate legislation. SIIMO’s must have a minimum share capital of €375.000 ,00 divided into identical nominative shares with no nominal value.

ILN Real Estate Group – Buying and Selling Real Estate Series

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