The new real estate investment vehicle FIIS/GVBF | KPMG | BE

The Belgian government has published a Royal Decree introducing the new real estate investment vehicle FIIS/GVBF

The new real estate investment vehicle FIIS/GVBF

The FIIS/GVBF (“Fonds d’investissment immobilier spécialisé”/”Gespecialiseerd vastgoedbeleggingsfonds”) is aimed at real estate investments by institutional/professional investors and has been designed to compete with similar foreign regimes. The vehicle benefits from the same attractive tax regime as the existing Belgian REITs. The legal framework is however more flexible. Therefore the FIIS/GVBF promises to offer an interesting alternative for investments by large and institutional investors in real estate and affiliated products.

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Expected strengths:

  • Flexible regulatory framework: Daily operations organized in a way similar to common law companies. 
  • Easy registration process with the Ministry of Finance.
  • No specific authorizations required in the hands of the FIIS/GVBF (but the manager of the FIIS/GVBF may be subject to a strict prudential control). 
  • Beneficial tax treatment:
    o Subject to corporate income tax but with a taxable basis limited to specifically listed items. The effective income from investments would thus remain tax exempt.
    o Distributions from income sourced outside of Belgium benefit from a specific exemption of Belgian withholding taxes. Moreover, existing withholding tax exemptions, e.g. the exemption for distributions to non-resident pension funds, also apply.
    o Acquisitions and disposals of shares in FIIS/GVBFs are exempt from stock exchange tax

 

Possible weaknesses

  • Limitation in time: maximum of 10 years. But this can be extended for consecutive 5 year periods in case of unanimity under shareholders. 
  • Belgian shareholders will not benefit from the participation exemption on dividends distributed by the FIIS/GVBF, except for the redistribution of “taxed” income.
  • Belgian real estate should be held directly by the FIIS/GVBF. Indirect investments through Belgian subsidiaries are only allowed for a maximum of 24 months.

 

Possible opportunities

  • No minimum number of investors required (single investor allowed).
  • Large scope of possible investments. 
  • No real diversification of investments-obligation (single asset allowed).
  • No limitation on debt financing.

 

Potential threats

  • Distribution requirement of 80% of net income.
  • Access limited to qualifying investors. However, definition of qualifying investors is broad. 
  • “Exit tax” of 16,995% on latent capital gains and tax-free reserves upon setting up of the vehicle or upon transactions with the FIIS/GVBF (merger, demerger, contribution, etc) may represent an upfront cost. 
  • Transfer taxes in case of sale/acquisition of the real estate may represent a substantial drawback.

 

Contact

Brixius Kell
Director
KPMG Tax and Legal Advisers
T: +32 2 708 46 20
E: bkell@kpmg.com

 

Karolien Mertens
Director
KPMG Tax & Legal Advisers
T: +32 (0)27084356
E: kmertens@kpmg.com

© 2017 KPMG Tax and Legal Advisers, a Belgian Civil Cooperative Company with Limited Liability (burg. CVBA/SCRL civile) and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved.

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