What is the minimum capital required to set up each type of corporate vehicle used to invest in real estate?
The minimum share capital requirements are as follows:
The minimum capital required to set up one of the corporate vehicles previously mentioned is ARS100,000.
None of the corporate vehicles normally used for real estate investment in Australia has a minimum capital requirement.
For the private limited company there is no longer a minimum capital. The incorporators must ensure however that the company has a capital base that is sufficient in the light of the intended activity and also in view of the other sources of financing. When the company is being incorporated, they must therefore be able to present a financial plan showing the aforementioned.
Currently, still €61,500 fully paid up. Above the minimum each share must be paid in up to 25%.
€1,200,000 to be fully paid up at all times.
ELTIF Regulations does not prescribe minimum capital.
KM 1,000 in the Federation of Bosnia and Herzegovina and KM 1 in the Republika Srpska
In the Federation of Bosnia and Herzegovina the minimum capital requirement is KM 50,000, while in the Republika Srpska, it is KM 20,000 without a public offering and KM 50,000 with a public offering.
Partnerships do not have minimum or maximum capital requirements.
No minimum capital is required for Sociedades Limitadas and Sociedades Anônimas, except where certain regulated activities (such as banking and insurance) are to be carried out; or a foreign person is expected to obtain a resident visa to work as an officer/manager of the Brazilian company. In this case a minimum capital of BRL150,000 plus the commitment to create ten job positions; or a paid-in foreign capital amounting to at least BRL600,000 is required for visa purposes. However, there is a requirement that at least 10% of the stated capital must be paid up when the SA is incorporated.
Regarding FIIs, the public offer of shares may establish a minimum amount to be subscribed by the investors.
There are no minimum capital requirements.
Where the total investment amount is at least US$10 million, the registered capital of a real estate foreign invested enterprise must be an amount representing at least 50% of its total investment amount.
If the SPV is a commercial society, a branch of a foreign company or an autonomous patrimony, there is no minimum capital required to invest in real estate.
HRK20,000.
HRK200,000.
No minimum capital is required.
No minimum capital is required.
Management company – minimum HRK1 million.
Fund – minimum HRK5 million.
At least 60% of the net value of the fund must be invested in real estate.
CZK1
CZK2,000,000 or €80,000
Not applicable
The partnership contract stipulates the minimum amount of the limited partner's contribution
There is no minimum capital required to set up a partnership.
A public limited company must have a minimum share capital of DKK 400,000. There is no maximum share capital. A minimum of 25% of the share capital must be paid when the company is registered.
A private limited company must have a minimum share capital of DKK 40,000. There is no maximum share capital. A minimum of 25% of the share capital but not less than DKK 40,000 must be paid when the company is registered.
There is no minimum capital required to set up a limited partnership.
A limited partnership company must have a minimum share capital of DKK 400,000. There is no maximum share capital. A minimum of 25% of the share capital must be paid when the company is registered.
€1
€1
€1
€37,000
€1
€760,000 (each share must have a minimum face value of €150)
€15,000,000
Note that any of the relevant entities could qualify as an alternative investment fund (AIF), in which case special regulatory and tax rules might apply.
In general, €25,000.
However, German legislation offers an alternative entity (an Unternehmergesellschaft) with a registered share capital as low as €1. This specific corporate form is not very suitable for real estate investments since third parties may be reluctant to do business with an entity with such a limited registered share capital. In addition, profits may not be distributed in full but must instead be partially retained. Therefore, potential investors are advised to use a GmbH with a registered share capital of at least €25,000.
Experience so far has shown, however, that the Unternehmergesellschaft has gained popularity as the form of entity for a general partner within a limited partnership.
€50,000.
€15,000,000.
A real estate fund can only be set up and managed by an alternative investment fund asset management company (AIF-Kapitalverwaltungsgesellschaft). In such cases special regulatory and tax rules applicable to alternative investment funds must be considered.
Can be as low as €1. However, if a limited liability company (GmbH) is chosen as general partner, the requirement applicable to that entity applies.
The Companies Ordinance does not prescribe any requirement for a minimum amount of nominal share capital. A company limited by shares incorporated in Hong Kong can be formed by at least one founder shareholder taking at least one share in the company.
There are no minimum capital requirements.
There are no minimum capital requirements, although the partnership agreement may set out the initial capital that each of the partners must contribute to the partnership.
There are no minimum capital requirements.
HUF3,000,000 (with a minimum of HUF100,000 per member)
There is no minimum capital requirement.
There is no minimum capital requirement.
Normally €300,000 but can be higher in some cases. If the investment fund manager operates as a branch office, the minimum capital is the endowment capital (ie the capital provided to the branch, free of restrictions and encumbrances, in order to allow it to operate). The endowment capital requirement does not apply to the branch office of an investment fund manager established in another EU member state.
A public limited company must have a minimum share capital of €25,000, at least 25% of which must be fully paid-up before the company commences business or exercises any borrowing powers. A private company limited by shares and an unlimited company have no minimum capital requirements but they must issue at least one share upon incorporation. This share can have a low nominal amount per share (eg €0.01).
For a unit trust or CCF there is no minimum capital requirement, although the offering document may specify the minimum viable size below which the CIS will not launch. A VCC or ICAV, established in accordance with the Alternative Investment Fund Managers Directive as a self-managed Alternative Investment Fund, that does not employ a management company or fund administration company must have a minimum paid-up share capital of €125,000 within three months of authorization by the Central Bank of Ireland.
The initial capital requirement for the management company of an AIF or UCITS (Undertaking for the Collective Investment in Transferable Securities) is €125,000. When the net asset value of the CIS under management exceeds €250 million, a management company must provide an additional amount of capital equal to 0.02% of the amount by which the net asset value exceeds €250 million. The total of the initial capital requirement and any additional amount held by the management company is not required to exceed €10 million.
The minimum capital requirement for a management company of an AIF or UCITS is the higher of the initial capital requirement plus an additional amount (if required) and one quarter of its total expenditure taken from the most recent annual accounts.
Individual partners contribute partnership capital as set out in the limited partnership agreement. A statement of the amount of capital contributed by each limited partner must be provided to the CRO together with the application to register the limited partnership. General partners are not required to contribute capital to the limited partnership.
The minimum capital requirement for a public limited company (which is the typical corporate form of a REIT) is €25,000.
The minimum corporate capital required to set up an Srl is fixed at €10,000. However, according to section 2463, paragraph 5 of the Italian Civil Code, if an Srl is established with a corporate capital lower than €10,000, the following provisions shall apply:
Furthermore, the corporate capital shall be entirely paid up in case the Srl is incorporated by only one member (so called ‘Srl unipersonale’).
The corporate capital required to set up an Srls can be between €1 and €9,999. No corporate entity can qualify as a shareholder of an Srls.
The minimum corporate capital required to set up an SpA is fixed at €50,000.
There is no minimum capital amount required.
There is no minimum capital amount required.
To obtain the real estate specified joint enterprise operator license, the minimum capital amount is JPY100 million.
There is no minimum capital amount for the filing of a Special Enterprise. (To be an Item 3 operator, the minimum capital amount is JPY50 million , and to be an Item 4 operator, it is JPY10 million.)
The minimum capital amount is JPY100 million. For an investment corporation to be listed, the minimum net asset amount is JPY1,000 million.
No minimum capital requirements.
€45,000.
No capital requirements.
Nil/€45,000 (depending on which type of entity is used).
No minimum capital requirements.
No capital requirements.
There are no minimum capitalization requirements for any of the corporate vehicles used for real estate investment in New Zealand. However, for a trust to be constituted there needs to be an asset or assets over which the trust is made.
A private limited liability company is required to have a minimum issued share capital of NGN100,000, with all of its share capital allotted to its subscribers at incorporation. However worth noting that the minimum issued share capital for Nigerian companies with foreign participation is NGN10 million.
The Ministry of Interior issued a revised Handbook on Expatriate Quota Administration 2022 (the “Handbook”), under which a Nigerian company with foreign participation seeking to obtain expatriate quota is required to have a minimum share capital requirement to One Hundred Million Naira (NGN100,000,000). In practice, the Corporate Affairs Commission requires all companies with foreign participation are required to have a minimum share capital of NGN100,000,000.
A public limited liability company is required to have a minimum issued share capital of NGN2,000,000 with a 100% of its share capital allotted to its subscribers.
The minimum paid up capital for a Fund Manager is NGN150 million, while the minimum paid up capital for the Trustees is NGN300 million. An initial public offer for units of the investment scheme must be a minimum of NGN1 billion, while subsequent offers cannot be less than NGN500 million.
A private limited company is required to have a minimum issued share capital of NGN100,000, while a public company is required to have a minimum issued share capital of NGN2,000,000. An initial public offer for units of the investment scheme must be a minimum of NGN1 Billion, while subsequent offers cannot be less than NGN500,000.
NOK30,000
NOK1 million
The minimum contribution for a limited partner (kommandittist) is NOK 20,000 and the minimum contribution for the general partner with unlimited liability (komplementar) is 1/10 of the company’s capital subject to a minimum of NOK 2,223. Thus, the minimum capital required is NOK 22,223.
No minimum contribution is required.
PLN 5,000. The nominal value of each share cannot be lower than PLN50.
PLN 100,000. The nominal value of each share cannot be lower than PLN0.01.
PLN 1.
There is no minimum capital for a limited partnership.
There is no minimum capital for an unlimited partnership.
The management company’s initial minimum capital must be no less than the PLN equivalent of €125,000. If the scope of the management company's activities includes discretionary management of a securities portfolio, the initial minimum capital must be the PLN equivalent of €730,000.
Total payments to the fund, to the amount stipulated in the fund's articles of association, must be at least PLN 4,000,000. Where the fund issues non-public investment certificates, the total minimum amount of payments to the fund will be set out in the fund’s articles of association.
Minimum share capital of €1 or great than or equal to €2, where the company is owned by one or two or more shareholders respectively.
Minimum share capital of €50,000.
There is no requirement for minimum capital.
There is no requirement for minimum capital.
RON 90,000 (which can be amended by the Government to the equivalent of €25,000, once every two years and so we recommend that when such a company is registered, the subscribed capital should be at least the RON equivalent of €25,000).
As for a joint stock company
There is no requirement for minimum capital.
The minimum capital required to set up a limited liability company is €5,000 (the minimum contribution by each shareholder to the share capital amounts to €750). The total value of paid-up contributions must amount to at least 50% of the minimum amount of registered capital.
The minimum capital required to set up a joint-stock company is €25,000.
No minimum capital is required by law.
Not applicable. However, limited partners must contribute at least €250 to the partnership.
The minimum capital required to set up a simple joint-stock company is €1.
€3,000
€60,000
Not applicable.
€60,000
There is no minimum capital set by law for the sociedad de responsabilidad colectiva.
For an FII: €9 million. The number of unit holders must be at least 100.
€9 million. The law requires that this sum is completely disbursed when the company is formed. There must be at least 100 shareholders.
€5 million. The law requires that this sum is completely disbursed when the company is admitted to trading. The minimum number of shareholders will depend on the listing of the Company´s shares in the MAB or in the Stock Exchange.
SEK 25,000 for a private limited liability company and SEK 500,000 for a public limited liability company.
There is no minimum capital requirement for partnerships.
The limited company can be formed with a minimal registered capital starting from THB 15.
A REIT in Thailand must have a minimum capital of THB 500 million.
Limited liability company (LLC)
The UAE Companies Law does not prescribe any minimum share capital for an LLC. The LLC is required to have adequate share capital to achieve the purpose of its incorporation. Therefore, the adequate capital required for an LLC can be decided by its shareholders. There is no guidance issued to indicate the level of adequacy and neither is there any decision on the minimum share capital. The shares should be comprised of equal shares. In practice a notary public would usually accept a minimum share capital for an LLC in Abu Dhabi of AED 150,000 divided into equal shares, each with a minimum value of AED 1,000. Public subscription for shares is not permitted and the share capital must be paid up in full.
Although the UAE Companies Law provides that the shares in cash shall be deposited in a UAE registered bank, presently, there is no requirement to provide evidence of the deposit of the share capital in the bank. Details of its share capital will be included in the LLC's memorandum of association which will need to be notarised by the UAE notary public as part of the incorporation process.
Public joint-stock company (PJSC)
The minimum limit of the issued capital of a PJSC is AED 30 million. This increases in the case of banks and insurance companies.
Given the substantial capital requirement, and the fairly restrictive rules of establishment and management, it is often not a suitable corporate vehicle for overseas investors wishing to establish a vehicle for investment purposes.
Private joint-stock company (private JSC)
The minimum share capital required is AED 5 million.
In the Abu Dhabi Global Market free zone, a public company’s minimum required allotted share capital is USD 50,000. Private companies do not have a minimum capital requirement.
The UAE Companies Law does not prescribe any minimum share capital for an LLC. The LLC is required to have adequate share capital to achieve the purpose of its incorporation. Therefore, the adequate capital required for an LLC can be decided by its shareholders. There is no guidance issued to indicate the level of adequacy and neither is there any decision on the minimum share capital. The shares should be comprised of equal shares. In practice a notary public would usually accept a minimum share capital for an LLC in Dubai of AED 100,000 divided into equal shares, each with a minimum value of AED 1,000. Public subscription for shares is not permitted and the share capital must be paid up in full.
Although the UAE Companies Law provides that the shares in cash shall be deposited in a UAE registered bank, presently, there is no requirement to provide evidence of the deposit of the share capital in the bank. Details of its share capital will be included in the LLC's memorandum of association which will need to be notarised by the UAE notary public as part of the incorporation process.
The minimum limit of the issued capital of a PJSC is AED 30 million. This increases in the case of banks and insurance companies.
Given the substantial capital requirement, and the fairly restrictive rules of establishment and management, it is often not a suitable corporate vehicle for overseas investors wishing to establish a vehicle for investment purposes.
The minimum share capital required is AED 5 million.
There is no minimum share capital requirement for JAFZA offshore companies. However JAFZA can change this at any time. There is no requirement to deposit the share capital in a UAE registered bank and therefore it is not necessary to provide evidence of the deposit of the share capital in the bank.
Must include at least one limited partner and limited partners must at the time of entering the partnership contribute a sum as capital valued at a stated amount. No pure capital can be returned to investors except on the winding up of the partnership without attracting clawback risk on such amounts (unless the limited partnership is designated a ‘private fund limited partnership’, in which case no such restriction applies). Although there is no legal minimum, there will be a threshold for commercial viability to ensure the professional costs of the establishment and administration of a property fund are met.
No minimum requirement other than for commercial viability. No distinction is required between the capital and the loan commitments from investors.
No minimum requirement other than for commercial viability.
In the case of a fund authorised by the Financial Conduct Authority (FCA) directed at retail investors it is likely that the fund’s prospectus will contain a minimum overall funding target so that there is a realistic prospect that the investment objective can be achieved and the manager remunerated on a commercially viable basis, because retail funds have to meet mandatory diversification requirements and will have certain fixed operation costs. The minimum target (the minimum aggregate subscription for viability) depends on the fund’s investment objectives and the remuneration expectations of the manager.
Non FCA-authorised funds often have a narrower investment focus and target a narrower investor basis (for example institutional investors only). There is more flexibility concerning the minimum amount that needs to be raised to reach the viability threshold.
There are no minimum subscription requirements for a private limited company.
The minimum authorised amount of share capital for a public company is £50,000, of which at least 25% (of the nominal amount and of any premium) must be paid up.
There is no minimum capital requirement but the company must be listed in most circumstances.
There must be at least one limited partner and limited partners must at the time of entering the partnership contribute a sum as capital valued at a stated amount. No pure capital can be returned to investors except on the winding up of the partnership without attracting clawback risk on such amounts. Although there is no legal minimum, there will be a threshold for commercial viability to ensure the professional costs of the establishment and administration of a property fund are met.
No minimum requirement other than for commercial viability. No distinction is required between the capital and the loan commitments from investors.
No minimum requirement other than for commercial viability.
In the case of a fund authorised by the Financial Conduct Authority (FCA) directed at retail investors it is likely that the fund’s prospectus will contain a minimum overall funding target so that there is a realistic prospect that the investment objective can be achieved and the manager remunerated on a commercially viable basis, because retail funds have to meet mandatory diversification requirements and will have certain fixed operation costs. The minimum target (the minimum aggregate subscription for viability) depends on the fund’s investment objectives and the remuneration expectations of the manager.
Non-FCA-authorized funds often have a narrower investment focus and target a narrower investor basis (for example institutional investors only). There is more flexibility concerning the minimum amount that needs to be raised to reach the viability threshold.
There are no minimum subscription requirements for a private limited company.
The minimum authorised amount of share capital for a public company is £50,000 or the prescribed euro equivalent, currently set at EUR 57,100, of which at least 25% (of the nominal amount and of any premium) must be paid up.
There is no minimum capital requirement, but the company must be listed, therefore, a REIT will be subjected to the capital requirements of the relevant stock exchange.
As from April 2011 there are no requirements as to the minimum charter capital of a limited liability company or additional liability company.
The minimum charter capital of a joint-stock company should not be less than 1,250 times the minimum monthly wage stipulated by Ukrainian legislation at the moment of registration. The minimum share capital is about UAH 7.5 million.
There is no minimum charter capital requirement.
While there are generally no legal minimum capital requirements imposed by law, lenders and other third parties contracting with the partnership or LLC may impose certain minimum capital requirements.
Investment management companies (asset managers) and collective investment schemes are regulated by the Securities and Exchange Commission of Zimbabwe (SECZ). In terms of the licensing requirements, the collective investment schemes and the asset management company must have Capital adequacy requirement of net assets of USD500,000.
In terms of statutory instrument 218 of 2022, the initial listing fees for REITs are set as 0.05% of the value of securities, subject to a minimum fee of USD5,500 and maximum fee of USD67,300.
The annual listing fees, which are dependent on the market capitalisation are prescribed as follows:
|
Market Capitalization (USD) |
|||
|
Tier |
Lower |
Upper |
Fee |
|
1 |
- |
785,000 |
5,400 |
|
2 |
785,001 |
3,900,000 |
8,200 |
|
3 |
3,900,001 |
7,800,000 |
12,800 |
|
4 |
7,800,001 |
15,700,000 |
15,300 |
|
5 |
15,700,001 |
23,600,000 |
19,300 |
|
6 |
23,600,001 |
31,400,000 |
27,200 |
|
7 |
31,400,001 |
39,300,000 |
30,600 |
|
8 |
39,300,001 |
55,100,000 |
36,300 |
|
9 |
55,100,001 |
78,700,000 |
40,500 |
|
10 |
78,700,001 |
118,100,000 |
43,400 |
|
11 |
118,100,001 |
157,400,000 |
45,400 |
|
12 |
157,400,001 |
- |
50,000 |
Applicable additional Listing Fees are determined as being 0.05% of the value of securities subject to a maximum fee of USD43,000 prorated from the date of listing to the next billing date.
There are no minimum subscription requirements for a private limited company although in practice, companies usually start up with a low nominal amount of capital to avoid high stamp duties.
No minimum capital requirements are contained in the COBE Act. However, public limited companies may be required to have a certain amount of capital in the form of shares and the company must be listed on the Stock Exchange.
According to the Zimbabwe Stock Exchange listing rules, property companies and listed companies which carry out certain property-related transactions are subject to additional disclosure requirements, principally relating to valuations. Property dealing companies may be subject to different treatment depending on the circumstances of each case.
