Are foreigners allowed to invest by directly purchasing a commercial real estate asset?
Although there are restrictions to the acquisition of real estate by foreigners, the Private Investment Law (Lei do Investimento Privado, Lei nº 10/18 de 26 de Junho) allows foreigners to invest in Angola via purchasing real estate assets when such acquisition is part of a private investment project.
Yes, however the Foreign Acquisition and Takeovers Act 1975 (Cth) (FATA) sets out the requirements associated with foreign investment in Australia. The FATA regime is administered by the Federal Treasurer and the Foreign Investment Review Board (FIRB).
The Commonwealth's stated approach to foreign investment is to encourage it consistent with Australia's national interest. Proposals concerning acquisition of an interest in Australian land requires notification to, and approval by, FIRB if the value of the interest being acquired exceeds prescribed thresholds.
Any acquisition of commercial real estate by an agreement country investor (currently being a non-government entity from the USA, New Zealand, Chile, Japan, the Republic of Korea and China) will be subject to a threshold of AUD1,094 million. Acquisitions of such land by a foreign person which is not an agreement country investor or a foreign government will be subject to a AUD252 million threshold unless the land is characterized as ‘sensitive’ in which case an AUD55 million threshold will apply. These lower thresholds also apply to Australian special purpose vehicles established by agreement country investors for the purposes of making the investment.
An interest in Australian land includes acquisitions of an interest in a share in an Australian land corporation and a unit in an Australian land trust.
The above mentioned thresholds are indexed annually on 1 January.
In the case of vacant land and residential land (as well as acquisitions by foreign government entities), the threshold is zero and accordingly all acquisitions of such land or by such entities require approval by FIRB.
A foreign person includes:
Australian land is broadly defined and includes all agricultural land, commercial land, residential land and a mining tenement or production tenement situated in Australia.
Yes. There are no restrictions in Belgium on foreign investors making direct investments in property, irrespective of its intended use.
Foreign investors may invest in real estate in Bosnia and Herzegovina (BiH) by acquiring all or part of an existing local legal entity, or by establishing a new company in BiH. The rights of foreign individuals acquiring real estate in Bosnia and Herzegovina are regulated in different ways depending on the specific circumstances.
After acquiring an existing legal entity, a foreign investor becomes the owner of the real estate held by that company. A foreigner can own real estate in Bosnia and Herzegovina based on reciprocity with the foreigner's own country which is always presumed. The Ministry of Justice of Federation of Bosnia and Herzegovina issues a list of countries with whom Bosnia and Herzegovina does not have reciprocity related to the acquisition of real estate each year by 31 January at the latest. By establishing a new company, even where this is owned exclusively by a foreign individual or entity, foreign investors can acquire property in Bosnia and Herzegovina directly, without any restrictions since they will effectively acquire the same legal rights and obligations as any local BiH legal entity.
Occasionally there may be limits on foreign investors' rights to acquire real estate in certain parts of the territory of the FBiH, or they may require special written consent from the Ministry of Justice.
At the federal level, the only restrictions on foreign ownership are in the Investment Canada Act (“the Act”), and only apply to a foreign investor acquiring control of a Canadian business. Any transaction that triggers the relevant dollar threshold is subject to a pre-closing review where the Minister of Industry must be satisfied the transaction is “likely to be of net benefit to Canada.” The threshold amount depends on the nature of the entity purchasing the Canadian business. Some of the categories for review are described below.
Starting 22 June 2017, the review threshold for a WTO investor that directly acquires control of a Canadian business is CA$1 billion in enterprise value. The threshold level will be adjusted annually for growth in GDP starting 1 January 2019
In 2018, the review threshold for foreign state-owned enterprises that are WTO members is CA$3989 million in asset value.
The thresholds for investments by an investor who is not a “WTO investor” as defined in subsection 14(6) of the Act are CA$5 million in asset value for direct investments and CA$50 million in asset value for indirect transactions. These thresholds also apply to investments made by all non-Canadian investors to acquire control of a Canadian business that is a “cultural business” as described in the Act (generally any business that produces, distributes, or sells magazines, newspapers, video or music recordings, etc).
Finally, any investment of any size by a non-Canadian can be reviewed if the Minister believes it could injure national security.
British Columbia: 20 Additional Property Transfer Tax on Residential Properties in the Greater Vancouver Region, Capital Regional District, Fraser Valley, Central Okanagan and Nanaimo.
There is an additional property transfer tax of 20% that foreign nationals, foreign corporations, and foreign taxable trustees pay in addition to the general property transfer tax on transfers of residential property in the Greater Vancouver Regional District, Capital Regional District, Fraser Valley, Central Okanagan and Nanaimo. By regulation, the tax can be applied to other areas in the province. There are no other foreign ownership restrictions in the province.
Ontario: A Non-Resident Speculation Tax in Metro Toronto
Following on the footsteps of Vancouver, Ontario imposed a tax of 15% of the fair market value of residential properties being transferred to non-residents. This tax came into effect on 5 May 2017.
Alberta: No Foreign Buyer Can Own More Than 20 Acres of ‘Controlled Land’
Individuals who are not Canadian citizens or permanent residents, as well as foreign controlled corporations, cannot acquire interests in controlled land consisting of more than two parcels containing not more than 20 acres. “Controlled land” is land outside a city, town, or village. This restriction also applies to leases.
Saskatchewan: Non-Residents and Non-Canadian Owned Entities Cannot Own More Than 10 Acres of ‘Farm Land’
Non-residents of Canada and non-Canadian owned entities cannot own more than 10 acres of farm land. There are limited exceptions to this rule. This restriction covers all types of land interests, including leases. Under the regulations, “farm land” means real property that is situated outside a city, town, or village. It does not include land used for extracting, processing, storing, or transporting minerals or land used primarily for sand and gravel extraction.
Manitoba: Non-Canadians and Non-Canadian Owned Organizations Cannot Own More Than 40 Acres of ‘Farm Land’
Non-Canadian citizens, organizations at least partly owned by non-Canadians, and publicly traded companies and other organizations whose ownership is open to non-Canadians cannot own more than 40 acres of farm land. This restriction applies to most types of interests, including leases. “Farm land” means real property outside a city, town, village or hamlet that is reasonably capable of being used for farming. Like Saskatchewan, the Manitoba legislation exempts land used for the purpose of extracting, processing, storing, or transporting minerals.
Québec: Non-Quebec Residents Cannot Own More Than 4 Hectares (10 acres) of Land
Non-residents of Québec and non-Québec resident entities are not allowed to acquire more than 4 hectares of land below the 50th parallel or in a zone designated as an agricultural zone except with the authorization of the Commission de protection du territoire agricole du Québec. “Farm land” is defined as any land used for agricultural purposes having an area of at least four hectares. This restriction applies to leases as well.
Prince-Edward Island: Non-Residents Cannot Own More Than 5 Acres and Cannot Have a Shore Front of More Than 165 Feet
Non-residents of PEI as well as corporations cannot own land in excess of 5 acres and cannot have a shore front of more than 165 feet. This restriction applies to all land and most types of interests, including leases. The restriction applies to all corporations as opposed to only foreign-owned ones.
Does the concept of “permanent establishment” apply when a foreign person invests in real estate and if so, how much does it cost to set up a permanent establishment, how long does it take and what corporate governance requirements apply?
There is no requirement for a permanent establishment. However, if a foreign corporation is purchasing land proof of corporate existence must be provided and if the corporation is carrying on business it must be extra-provincial registered in the appropriate province and have an address for service. Extra-provincial registration costs less than CA$1,000.
What types of corporate vehicle to hold real estate assets are available to investors in this country?
The main types of corporate vehicle are:
Public or Private Corporations have share capital and liability is limited to the share capital.
ULC or Unlimited Liability Corporations have articles that provide that the shareholders are jointly and severally liable for the debts and liability of the company.
General Partnerships - Partnerships are not taxpayers and income or losses are allocated to the partners.
Limited Partnerships - Limited Partnerships are a statutory creation and are created by filing in the appropriate province. The limited partners are not liable for the debts or obligations of the partnership unless they participate in the management of the business. For this reason, Limited Partnerships normally have a corporation which acts as the general partner to manage the business.
Limited Liability Partnerships - An LLP allows the Limited Partners to participate in management of the business without losing the limited liability except for the negligent or wrongful act or omission of a Limited Partner. Originally, these were only available to professional partnerships such as lawyers or accountants but their use is now generally available.
What is the minimum capital required to set up each type of corporate vehicle used to invest in real estate?
There are no minimum capital requirements.
How much does it cost to set up each type of corporate vehicle used to invest in real estate?
General guidelines of costs are set out below for different types of entities
Corporation - CA$1,500
Unlimited Liability Corporation - CA$2,500
General Partnership - CA$600*
Limited Partnership - CA$2,500*
Limited Liability Partnership *$2,500*
* Partnerships, unlike most corporations, do not have a standard form of articles and bylaws. The cost of creating a partnership can vary greatly based on the complexity of the partnership agreement itself.
How long does it take for each type of corporate vehicle used to invest in real estate to become operative?
Incorporation of a company normally takes five to ten days but for a small fee can be expedited and completed in one day.
Most general partnerships have no filing requirements and are operative as soon as the partners agree on terms.
Limited Partnerships and Limited Liability Partnerships generally require a filing in a corporate office to become operative. This can take a few days and can be done on an expedited basis for a few hundred dollars more when required.
What corporate governance requirements apply to each type of corporate vehicle used to invest in real estate?
This varies based on jurisdiction of formation.
British Columbia limited companies (including unlimited liability companies) must have at least one director, and a public company must have at least three directors. British Columbia has no director residency requirements.
Any person, including a corporation, who meets certain criteria may incorporate a BC company.
A BC company must hold its first annual general meeting not more than 18 months after the date on which it was recognized. Subsequent annual general meetings must be held at least once in each calendar year and not more than 15 months after the annual reference date for the preceding calendar year.
Within two months after each anniversary of the date on which the company was recognized, every company must file with the registrar an annual report containing information that is current to the most recent anniversary.
A British Columbia partnership is an unincorporated form of business association:
“Partnership is a relation which subsists between persons carrying on business in common with a view of profit”
Unlike corporations, with certain exceptions the general view is that a partnership is not a legal person or an entity with an existence that is separate and distinct from that of its partners.
No formal written agreements are necessary (although, depending on the purpose of the partners, one is advisable).
Partnerships are not required to file annual returns, hold annual meetings, elect directors or observe any mandated governance procedures.
Limited partnerships are primarily employed for raising capital, particularly where significant potential liabilities surround a new business enterprise, and for their tax benefits. They are often used in real estate investment projects, in the film industry, in venture firms, in restaurants and in other businesses focusing on a single or limited term project.
Limited partnerships provide a number of benefits to their members, including:
A typical modern limited partnership will have one general partner, which has been incorporated for the sole purpose of acting as general partner and which has no assets other than its interest in the limited partnership and assets which it holds as nominee for the limited partnership, and one or more limited partners.
A limited liability partnership or LLP is a modified form of partnership. The formation of a limited liability partnership begins with either an existing general or limited partnership or a new partnership that is created for the purpose of establishing the LLP. As with all partnerships, there must be:
(1) a business that is
(2) carried on in common by two or more persons with
(3) the object of profit.
In addition, a written partnership agreement should be in effect. In BC, a partner of an LLP can be an individual, a company, another corporate entity or a limited partnership. Once a partnership is in place, the partners of the partnership would then apply for registration as a limited liability partnership.
Unless otherwise provided for in a partnership agreement, each partner has the full right and equal entitlement to participate in the management of the partnership.
The duties and obligations that partners owe to each other in a partnership are established under common law, the provisions of the legislation and the provisions of any partnership agreement.
There are three exceptions to the limited liability available to partners of a LLP. They are:
How much does corporate and accounting compliance cost for each type of corporate vehicle used to invest in real estate?
Depends on jurisdiction of registration. Costs for BC only shown below (government filing fees only):
British Columbia Corporation or Unlimited Liability Corporation - CA$45 annual report
British Columbia General Partnership - n/a
British Columbia Limited Partnership - n/a
British Columbia Limited Liability Partnership - CA$45 annual report
How is each type of corporate vehicle used to invest in real estate taxed?
Please refer to the taxes topic on the topic overview page for Canada.
Foreigners are prohibited from directly purchasing real estate that is not for self-use.
Foreign investors may acquire real estate in the PRC if it is for their own use and the investor has had a presence in the PRC (or in the case of an individual, has worked or studied in the PRC) for at least one year.
For real estate acquisitions that are not for self-use, foreign investors must establish a Foreign Invested Enterprise (FIE), specifically set up for the proposed investment project.
Investors wishing to invest in real estate in Croatia can structure their acquisition through a direct acquisition of the real estate or an indirect acquisition via a Croatian corporation.
Since 1 February 2009, EU residents have been allowed to acquire real estate in Croatia, other than agricultural land and designated environmentally sensitive areas, without having to obtain prior approval from the Ministry of Justice. The direct acquisition of real estate assets by non-EU residents is subject to reciprocity (ie it is permitted provided Croatian citizens are allowed to acquire real estate in the investor's home country) and requires written consent from the Ministry of Justice. Agricultural land and forests cannot normally be acquired by foreigners, unless an international agreement provides otherwise.
There are several possible routes for real estate investment in the Czech Republic, including direct acquisition of real estate (an asset deal), an indirect acquisition via a corporation (share deal), an acquisition via a partnership, and a purchase of an enterprise or its branch office. No specific conditions for organizations or companies apply to investment in real estate.
The previous temporary restrictions which were a derogation from the applicable European Union rules regarding the free movement of capital have now expired and do not apply.
It should also be noted that a Czech corporate entity based in the Czech Republic which is established and controlled by a non-Czech entity is not subject to restrictions when acquiring real estate in the Czech Republic. The acquisition of real estate, including agricultural land, through the establishment of such a company is common practice among non-EU investors.
Foreigners need permission from the Minister of Justice to purchase real estate assets used for commercial purposes in Denmark, unless investing through a corporation which has its registered office in Denmark. The need for a permit can easily be avoided by establishing a Danish subsidiary company.
The need for a permit does not apply to corporations registered in EU member states, as long as the purpose of purchasing the real estate is business related.
In France, direct investment in real estate can be carried out without ownership of a company registered in France.
In general, there are no limits on the acquisition of property by foreign investors over and above those imposed on resident German investors. Where investors are from countries outside the European Union, the German government would be entitled to promote statutory law requiring foreign corporate investors to obtain a public permit to acquire real estate in cases where German companies are subject to similar restrictions in the investor's country of origin. Currently, however, such law does not exist and we are not aware of any intent to enact it.
Yes. There are, however, certain restrictions on the acquisition of arable land by foreign citizens and a prohibition on its acquisition by legal entities, whether foreign or domestic.
In addition, non-EEA citizens or legal entities may acquire real estate only with the consent of the relevant administrative office.
There are no restrictions on foreigners investing in real estate in Italy. However, where an investment is by way of the purchase of shares in a corporate vehicle then there are certain restrictions that may be imposed by the Foreign Ministry (Ministero degli Affari Esteri). The issuance of a tax code may be necessary for physical persons with foreign citizenship and intending to set up a legal entity. The tax code will also be necessary if the person becomes a director of an Italian legal entity.
In general, there are no restrictions applying to foreigners in particular.
Generally, under Nigerian aw, foreigners are not allowed to directly own landed property. However, a foreign investor may acquire real property in Nigeria through any company or entity registered in Nigeria. Any such company may acquire land in Nigeria like a Nigerian citizen, whether wholly owned by foreigners or not.
In general, there are no specific restrictions applying to foreigners.
The Act on the Acquisition of Real Estate by Foreigners stipulates that the purchase of real estate including rights of perpetual usufruct by an entity considered to be foreign is conditional upon prior permission in the form of a decision issued by the Minister of Administration and Internal Affairs. Any breach of this obligation will render a transaction null and void.
However, since Poland's accession to the European Union, foreigners from the European Economic Area have not been required to obtain such a permission, except in relation to the purchase of agricultural or forest land, where a permission was required until 1 May 2016.
Where their home country allows reciprocal rights, foreign investors can establish branches in Poland to conduct business. Foreign investors from EU, EEA and EFTA member states can undertake commercial activity subject to the same regulations as Polish businesses.
Yes, foreigners are allowed to invest in Portugal by directly purchasing any real estate asset.
At present, foreign entities and individuals are allowed to own land in Romania, provided that certain conditions are fulfilled. A preferential regime applies to EU or EEA (European Economic Area) nationals and EU or EEA based companies which are resident in Romania following Romania’s accession to the EU on 1 January 2007. Thus, resident EU or EEA nationals and companies are allowed to purchase land subject to the same conditions as Romanian nationals and companies. However, non-resident EU or EEA nationals and EU or EEA based companies are allowed to acquire land only for the purpose of establishing a secondary residence or headquarters here and only with effect from 1 January 2012.
EU or EEA nationals and EU or EEA based companies are allowed to acquire agricultural land or forest in Romania as from 1 January 2014.
Non-EU nationals and companies may acquire land in Romania, provided that there is an international treaty between Romania and the relevant state, and that reciprocal arrangements are in place. So far, no such treaties have been concluded by Romania with non-EU/EEA countries.
These restrictions do not apply to the ownership of buildings as opposed to land. Foreigners may also hold certain rights over land (such as the right of 'superficies' - the right to own a building and to use the underlying land).
Foreigners generally have the same rights to acquire real estate as Russian nationals and companies, however, there are several restrictions placed on foreign investors with regard to:
The restriction on the acquisition of agricultural land also applies where a foreign investor has over 50 percent of the votes at the shareholders' meeting in relation to an entity even though its registered office is in Russia.
The opportunities for foreigners to acquire real estate in the Slovak Republic used to be severely limited. Since the Slovak Republic joined the European Union (1 May 2004), these restrictions have been significantly liberalized. Foreigners can now acquire ownership of real estate located in Slovakia including agricultural land and forest.
The Foreign Exchange Act defines a 'foreigner' (cudzozemec) as a non-resident individual or legal entity.
However, there are some exceptions relating to the ownership of real estate whereby acquisition by foreigners is restricted by virtue of specific legislation. For example, legislation provides that the ownership of the agricultural land may not be acquired by a country, a citizen of a country, a natural person with residence or a legal entity with its registered seat in a country, whose legislation does not allow citizens of the Slovak Republic, natural persons with residence in the Slovak Republic or legal entities with their registered seats in the Slovak Republic to acquire ownership of agricultural land. This does not apply to inheritance.
Yes, foreigners are allowed to invest in Spain by directly purchasing a real estate asset for commercial purposes. However, a foreign investment in real estate which is valued at more than €3,005,060.52, or which is made with funds which come from a tax haven, must be reported to the Investment Registry of the Spanish Ministry for the Economy and Competitiveness (Registro de Inversiones del Ministerio de Economía y Competitividad).
Official forms DP2, D2A or D2B must be completed by the foreign investor when investing in real estate assets, further to legal resolution issued by the Dirección General de Comercio Internacional e Inversiones on 27 July 2016.
Additionally, foreigners will be required to have a Spanish Tax Identification Number (NIF), when the investor is a legal person; or Foreigner Tax Identification Number (NIE), when it is a natural person.
Military authorization will be required, by virtue of the Decree 689/1978 of 10 February, for foreign investment by directly purchasing a commercial real estate asset in the following territories:
For these territories, certain quotas for total foreign investment have been established.
Foreign ownership of land in Thailand is generally prohibited. Buildings and other structures located on the land could be owned by a foreigner with separate title registration. Moreover, a foreigner is allowed to directly own condominium units with an aggregate unit space of up to 49% of the total floor area of all units in a condominium building.
In addition, foreign-owned companies may be allowed to own land for their business if operated in an industrial estate zone and/or granted investment promotion by the Board of Investment.
Yes, but only where the real estate asset is located in one of the investment areas of Abu Dhabi. In these areas non-UAE nationals can hold the following land interests:
The Abu Dhabi Executive Council is permitted to designate certain individuals, companies and parties as having the same status as UAE nationals regarding land ownership in the Emirate. This has been done to date for two real estate development companies listed in Abu Dhabi Aldar Properties PJSC and Sorouh Properties PJSC, the two of which have since merged to form one company (being Aldar Properties PJSC). This designation enables these companies to own land interests throughout Abu Dhabi despite them having an element of foreign ownership.
In the Abu Dhabi Global Market financial free zone, only GCC citizens and companies wholly owned by them may hold a freehold interest in land. There are no such restrictions on buying other freehold interests in real estate, such as units and floors.
Yes, but the law provides that natural or legal persons from non-GCC countries may only acquire the following interests, in specific areas designated for foreign ownership from time to time by the Ruler of Dubai:
The Gulf Cooperation Council (GCC) countries are the United Arab Emirates, Qatar, Kuwait, Oman, the Kingdom of Saudi Arabia and Bahrain.
GCC nationals are entitled to own land anywhere in Dubai.
Ukrainian law allows foreign investors to purchase real estate as a direct investment. At the same time, a range of restrictions and special rules apply and investors should be aware of these.
Foreign investors are not entitled to purchase and own agricultural land.
Foreign investors may acquire non-agricultural land but only in the following circumstances:
The restrictions mentioned above also apply to joint ventures, ie companies established under Ukrainian law with the participation of foreign investors and Ukrainian legal entities and/or individuals.
The purchase of non-agricultural municipal land by foreign investors and joint ventures requires approval from the Ukrainian government, and the purchase of non-agricultural state land requires approval from the Ukrainian parliament. In addition, a sale of state or municipal land to a foreign company requires the registration of a permanent establishment in Ukraine which has the right to conduct business activity. Other restrictions apply to certain types of land.
Moreover, there is no definitive position as to whether Ukrainian companies that are 100 percent foreign owned may acquire plots of land in Ukraine. On the one hand, there are clarifications of the State Agency for Land Resources and court decisions stating that the acquisition of plots of land by Ukrainian companies that are 100 percent foreign owned is not provided for by Ukrainian law. On the other hand, there are court decisions stating that such companies should be allowed to acquire non-agricultural land in Ukraine.
Generally, a foreign investor may purchase a direct interest in commercial real estate, although it is advisable that, for liability protection purposes, an interest in commercial real estate be held through a legal entity. Moreover, lenders may require that a foreign investor hold its interest through a legal entity. In certain circumstances a federal statutory requirement to file a national security clearance process overseen by the US federal government body known as the Committee on Foreign Investment in the United States (CFIUS) may be required.
There are no restrictions on foreign investors directly purchasing real estate.