REALWorld Law

Corporate vehicles

Set-up costs

How much does it cost to set up each type of corporate vehicle used to invest in real estate?

Angola

Angola

The total setting up costs are:

  • LDA: Kz 12,000 (approximate figure).
  • SA: Kz 42,000 (approximate figure).
Australia

Australia

The cost of establishing a company (proprietary or public) can be less than AUD1,000 if a specialist ‘shelf company’ provider is used. A large part of this comprises the application lodgement fee payable to the corporate regulator (ASIC). To the extent that tax registrations (for example, registration for an Australian Business Number for goods and services tax (GST) purposes) are required, additional fees may apply in connection with those registrations. If the application for incorporation is being prepared and lodged by lawyers or a bespoke company constitution is required, the cost of the lawyers’ fees in preparing and progressing the application, or drafting the constitution will usually be between AUD2,000 and AUD5,000. The cost of registering a branch of a foreign company is similar.

A general partnership is usually created by a partnership agreement. Although it can exist by conduct of the parties, it is preferable to have a written agreement. There are no filing or registration fees. The cost of establishment thus largely consists of lawyers’ fees in preparing the partnership agreement (which in turn will depend on the complexities of the arrangements between the parties). A simple partnership agreement could be prepared for approximately AUD5,000.

For a limited liability partnership, in addition to the costs of preparing a partnership agreement, registration with state regulatory authorities is required. Registration fees vary from state to state; they are approximately AUD400.

Discretionary trusts and unit trusts are both constituted by the execution of a trust deed. A simple discretionary trust or unit trust can usually be established for less than AUD1,000 if a specialist ‘shelf’ provider is used. If a bespoke trust deed is required, the cost of the lawyers' fees in drafting the trust deed will usually be between AUD3,000 and AUD5,000. Stamp duty may be payable on the trust deed. This will vary from state to state, but if the trust property at the time this duty becomes due is minimal, will generally be approximately AUD500.

Belgium

Belgium

Preliminary remark: As a result of a new company form that will be introduced (as well as less severe rules), the set-up costs might be slightly different after the entry into effect of this new company code. Note that there is not yet a set date of entry into force.

Closed limited liability company (besloten vennootschap met beperkte aansprakelijkheid, BVBA/société privée à responsabilité limitee, SPRL) and Limited liability company (naamloze vennootschap, NV/société anonyme, SA)

Approximately €5,000.

No capital duties apply to contributions in kind or in cash, unless an individual contributes property located in Belgium which can be used for residential purposes, in which case a 12.5 percent registration duty will apply (10 percent if the property is located in the Flemish Region).

B-REIT

There is no fixed cost: it depends on the costs related to the mandatory initial public offering and prospectus. Fees must be paid to the Financial Services and Markets Authority (FSMA) and stock exchange (Euronext Brussels).

No capital duties apply to contributions in kind or in cash, unless an individual contributes real estate located in Belgium which can be used for residential purposes, in which case a 12.5 percent registration duty will apply (10 percent if the real estate is located in the Flemish Region).

Bosnia-Herzegovina

Bosnia-Herzegovina

Limited liability companies and joint-stock companies

Court fees of approximately KM 100 for registering with the registry court. The cost of publishing the company's administrative registration in the Official Gazette of the relevant administrative body depends on the number of printed lines.

Unlimited partnerships and limited partnerships

The costs for partnerships are not currently available since, in practice, partnerships are very rare in Bosnia and Herzegovina. 

Canada

Canada

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 – CA$2,500*
* Partnerships, unlike most corporations, do not have a standard form of articles and by-laws. The cost of creating a partnership can vary greatly based on the complexity of the partnership agreement itself.
China

China

Costs vary depending on the complexity of the corporate structure.

Croatia

Croatia

Limited liability company (društvo s ograničenom odgovornošću – doo)

HRK6,500 to HRK7,500.

Public limited liability company (dioničko društvo – dd)

HRK11,000 to HRK14,500.

Public partnership (javno trgovačko društvo – jtd)

About HRK4,000.

Limited partnership (komanditno društvo – kd)

About HRK4,000 to HRK8,000.

Closed-end real estate investment fund (zatvoreni investicijski fond s javnom ponudom za ulaganje u nekretnine)

Management company – HRK100,000.

Fund – HRK100,000.

Czech Republic

Czech Republic

Limited liability company (společnost s ručením omezeným – s.r.o.)

Approximately CZK75,000, including legal fees

Joint stock company (akciová společnost – a.s.)

Approximately CZK125,000 for a joint stock company, including legal fees

Unlimited partnership (veřejná obchodní společnost – v.o.s.)

Approximately CZK75,000 including legal fees

Limited partnership (komanditní společnost – k.s.)

Approximately CZK75,000 for a limited partnership, including legal fees

Denmark

Denmark

Partnership (Interessentskab)

In general, the legal costs for setting up a partnership, are approximately DKK35,000 to 50,000.

Public limited company (Aktieselskab)

DKK 10,000 to 25,000.

Private limited company (Anpartsselskab)

DKK 10,000 to 25,000.

Limited partnership (Kommanditselskab)

Setup costs between DKK 35,000 and 50,000.

Limited partnership company (Partnerselskab)

Setup costs between DKK 35,000 and 50,000.

France

France

SCI (société civile immobilière) - real estate civil company

Costs can vary, but approximately €620 provided there are no unusual aspects to the structure. Legal fees are not included in this amount.

SNC (société en nom collectif) - partnership

Costs can vary, but approximately €620 provided there are no unusual aspects to the structure. Legal fees are not included in this amount.

SARL (société à responsabilité limitée) – limited liability company

Costs can vary, but approximately €420 provided there are no unusual aspects to the structure. Legal fees are not included in this amount.

SA (société anonyme) – stock corporation

Costs can vary, but approximately €620 provided there are no unusual aspects to the structure. Legal fees are not included in this amount.

SAS (société par action simplifiée) – simplified stock corporation

Costs can vary, but approximately €620 provided there are no unusual aspects to the structure. Legal fees are not included in this amount.

SCPI (société civile de placement immobilier) – real estate civil investment company and SIIC (société d’investissement immobilier cotée) – listed real estate investment company

Costs can vary, but approximately €10,000 for Euronext admission fees and €10,000 in charges per annum, plus set-up costs of around €420, provided there are no unusual aspects to the structure. Legal fees are not included in this amount.

Germany

Germany

Gesellschaft mit beschränkter Haftung (GmbH) – limited liability company

€2,500. The costs include notary’s fees which are calculated on the basis of the transaction value which, when setting up a GmbH, are determined by the registered share capital. The figure quoted relates to the minimum required share capital of €25,000. Hence, the set up costs are higher if the registered share capital is greater. Additional costs of about €2,500 may be payable where the company is established by the acquisition of an off-the-shelf company. These amounts comprise notary's fees (the incorporation as well as the acquisition of an off-the-shelf company requires a notarial deed) and court fees. Where the incorporation is led by professional advisors, the additional professional fees are likely to range between €2,500 and €3,000. Professional fees for the incorporation of an Unternehmergesellschaft range from about two thirds of the above quoted amounts. In each case and provided the relevant entity is set up by means of cash contribution, the payment of the relevant registered share capital is required additionally.

Aktiengesellschaft (AG) – stock corporation 

€5,000. The costs include notary’s fees which are calculated on the basis of the transaction value which, in when setting up an AG are determined by the registered share capital. The figure quoted relates to the minimum required share capital of €50,000. Hence, the set up costs are higher if the registered share capital is greater. Additional costs in the region of €5,000 are payable if the incorporation is carried out by the acquisition of an off-the-shelf company. These amounts comprise notary's fees (the incorporation as well as the acquisition of an off-the-shelf company require a notarial deed) and court fees. Where the incorporation is led by professional advisors the additional professional fees are likely to range between €3,500 and €5,000.

In each case, and provided the relevant entity is set up by means of cash contribution, the payment of the relevant registered share capital is additionally required.

Real estate investment trust (REIT)

€5,000 plus the cost of listing, which is approximately €1.5 to €2 million.

Immobilien Sondervermögen – real estate fund

€25,000 (fund), €30,000 (asset management company).

Kommanditgesellschaft (KG) – limited partnership

€2,000. However, if a limited liability company (GmbH) is chosen as general partner, additional costs for the establishment of the GmbH arise.

Hong Kong

Hong Kong

Companies

The fees for incorporating a company having a share capital include an application fee of HK$1,720.

On the other hand, for a company not having a share capital the fee for incorporation is calculated according to the number of members stated in the company's articles of association. The fee is HK$170 (for 25 or less members), HK$340 (for more than 25 but not exceeding 100 members), and an additional HK$20 for every 50 members or less after the first 100 members. This fee is subject to a maximum of HK$1,025.

Any party that applies for the incorporation of a Hong Kong company or registration of a non-Hong Kong company under the Companies Ordinance is deemed to have made a simultaneous application for business registration. From a cost perspective, this means that the prescribed business registration fee and levy must also be paid to the Companies Registry (in addition to the incorporation fee above). There are two types of business registration certificate, namely the one year certificate and the three year certificate. The amount of fees payable under a certificate generally depends on the commencement date of the registration certificate. For a one year certificate, the amount payable (ie registration fee plus levy) is HK$2,250 (subject to review from time to time), whereas for a three year certificate the amount payable is HK$5,950 (subject to review from time to time).

Branches of a foreign corporation

In order to register a place of business in Hong Kong, the non-Hong Kong company must pay an application fee of HK$1,720. In addition, it must pay a business registration fee and levy to the Companies Registry. There are two types of business registration certificate, name the one year certificate and the three year certificate. The amount of fees payable under a certificate generally depends on the commencement date of the registration certificate (ie the date of commencement of business). For a one year certificate, the amount payable (ie registration fee plus levy) is HK$250 (subject to review from time to time), whereas for a three year certificate the amount payable is HK$3950 (subject to review from time to time).

Partnerships

The main costs of setting up a partnership are the costs involved in relation to the drafting and conclusion of the partnership agreement. A simple partnership agreement can cost around HK$50,000 to prepare, although the actual costs can vary from one partnership to another, depending on the lawyers' fees charged in preparing the partnership agreement and the complexities of the arrangements between the parties.

Also, in order to establish a limited partnership in Hong Kong, registration must be obtained (otherwise it will be deemed to be a general partnership and all limited partners will be deemed to be general partners with unlimited liability). The registration fee is HK$340, plus an additional fee of HK$8 for every HK$1,000 (or part of HK$1,000) of the sum contributed by each limited partner.

Trusts

The main cost associated with setting up a trust is the preparation of the trust deed. This could cost around HK$200,000, although the precise amount will vary depending on the type and complexity of the trust arrangement including compliance with applicable regulatory requirements. For unit trusts that require authorization, an application fee for authorization must also be paid to the Securities and Futures Commission. The amount of fee varies depending on the nature of the unit trust fund, for instance, the application fee for a single fund is HK$20,000. After authorization is obtained, an authorization fee is payable, together with the first annual fee before the authorization is effective. This fee also varies according to the nature of the unit trust fund. An authorization fee of HK$10,000 and a first annual fee of HK$6,000 is payable in the case of a single fund. Higher fees apply to "umbrella" type funds.

Hungary

Hungary

Limited liability company (korlátolt felelősségű társaság)(kft)

  • Stamp duty: no stamp duty is payable
  • Publication fee: no publication fee is payable
  • Legal fees
  • Additional costs, such as notarial fees, translation costs and certification costs

Company limited by shares (részvénytársaság)(zrt or nyrt)

Private company limited by shares:

  • Stamp duty: HUF100,000
  • Publication fee: HUF5,000
  • Legal fees
  • Additional costs, such as notarial fees, translation costs and certification costs

Public company limited by shares (only to be transformed from a previously set up private company limited by shares):

  • Stamp duty: HUF500,000
  • Publication fee: HUF3,000
  • Legal fees
  • Additional costs, such as notarial fees, translation costs and certification costs

Limited partnership (betéti társaság)(bt) and unlimited partnership (közkereseti társaság)(kkt)

  • Stamp duty: no stamp duty is payable
  • Publication fee: no publication fee is payable
  • Legal fees
  • Additional costs, such as notarial fees, translation costs and certification costs

Real estate investment fund

  • The set-up costs of the investment fund manager (a company limited by shares or a branch office of a foreign entity)

A simplified registration procedure may apply (although this is not available for public companies limited by shares, branch or commercial representative offices), in which case the stamp duty is HUF50,000 for a private company limited by shares, for other companies no stamp duty is payable.

Ireland

Ireland

Company

Approximately €1,500.

Collective investment vehicle

The costs below are indicative estimates only and may vary depending on the specifics of any proposal:

Management company: €60,000 – €80,000

CIS: approximately €35,000 – €60,000

Limited partnership

Approximately €1,500

Real Estate Investment Trust

This is very difficult to predict, given that it involves a full equity exchange listing and Initial Public Offering.

Italy

Italy

Società a responsabilità limitata (Srl)

Set-up costs are approximately €5,000.

Società a responsabilità limitata semplificata (Srls)

Below €500.

Società per azioni (SpA)

Set-up costs are approximately €5,000.

Japan

Japan

The incorporation cost for each vehicle is nominal (hundreds of thousands of Japanese yen).  The total costs depend on complexity of a transaction, eg if the structure involves trust arrangement, negotiations with counter-parties, such as a trustee, asset manager, property manager or solicitor of securities.

Netherlands

Netherlands

Limited liability company (B.V.)

€3,500 - €4,000

Public limited company (N.V.)

€4,000 - €5,000

Fiscal investment vehicle (Fiscale Beleggings Instelling)

€3,500/€5,000 (depending on which type of vehicle is used)

Limited Partnership (Commanditaire Vennootschap)

€4,000 -€5,000

Nigeria

Nigeria

Company Limited by Shares

The statutory fees for setting up a company are determined by the share capital. A company with a share capital of NGN1 million will cost approximately NGN25,000 and will increase by between 1.25­–1.75% of the share capital in filing fees and stamp duties. Legal fees may range from NGN100,000–250,000.

Collective Investment Schemes

The costs associated with an offering from a Collective Investment Scheme will vary with the complexity of structure of scheme adopted and whether it is publicly traded. These will include registration fees with the SEC, exchange listing costs, filing fees and a range of professional fees.

Norway

Norway

Aksjeselskap/AS (private limited company) and allmennaksjeselskap/ASA (public limited company)

The fee for electronic registration in the Norwegian Register of Business Enterprises is approximately NOK 5,600 and the fee for paper registration is approximately NOK 6,800. There are also associated legal fees.

Kommandittselskap/KS (limited partnership)

The fee for electronic registration in the Norwegian Register of Business Enterprises is approximately NOK 5,600 and the fee for paper registration is approximately NOK 6,800.

Normally the general partner is a Norwegian private limited company (aksjeselskap/AS), so the cost of incorporation may additionally include the establishment of this company.

There are also associated legal fees.

Ansvarlig selskap/ANS (general partnership with unlimited liability) and ansvarlig selskap/DA (general partnership with pro rata liability)

The fee for electronic registration in the Norwegian Register of Business Enterprises is approximately NOK 2,300 and the fee for paper registration is approximately NOK 2,800. There will also be associated legal fees.

Poland

Poland

Limited liability company

Around PLN 4,000

Joint stock company

Around PLN 6,000

Limited partnership

The cost of setting up a limited partnership varies depending on the total value of the contributions from partners, as set out in the partnership agreement. For example, set-up costs for a limited partnership with contributions amounting to PLN 10,000 will be approximately PLN 1,600.

Unlimited partnership

The cost of setting up an unlimited partnership varies depending on the total value of contributions from partners, as set out in the partnership agreement. For example, setup costs for an unlimited partnership with contributions amounting to PLN 10,000 will be approximately PLN 1,400.

Closed-end real estate investment fund 

Management company (TFI): for a standard set-up, costs are from PLN 50,000 upwards, depending on the complexity of the structure.

Fund: for a standard set-up, costs are from PLN 50,000 upwards, depending on the complexity of the structure.

Portugal

Portugal

Sociedade por Quotas (SQ)

Usually around €1,000, lawyers' fees not included. Please note that the execution of the relevant corporate documents does not need to be effected by public deed.

Sociedade Anónima (SA)

Usually around €1,000, not including lawyers' fees.

Romania

Romania

The costs of incorporation include Commercial Registry's administrative fees, court fees, notary public fees (if applicable) and the fee for publication in the Official Gazette, depending on the circumstances of each case. Normally however, these would be between approximately RON 800 and RON 1,200. If documents are to be executed or signed abroad, additional costs may be incurred for the certification of signatures by a notary public, legalization (a Romanian procedure whereby a notary public authenticates a translation) and super-legalisation (a procedure for the authentication of documents from abroad) or apostille and translation of certain documents.

There is no capital duty or stamp duty.

Russia

Russia

Limited liability company (OOO)

The state registration fee is RUB4,000. Other associated costs include legal fees, notary's fees, fees for translating documents into Russian, apostille certificates (which are evidence of the legal validity of a document) etc.

Non-public joint stock company (AO)

The state fee for registration is RUB4,000.

The state fee for the registration of a share issuance (via subscription) is 0.2 percent of the share issuance value but not more than RUB200,000.

As with the registration of an OOO, other associated costs include legal fees, notary's fees, fees for translating documents into Russian, apostille certificates (which are evidence of the legal validity of a document) etc.

Slovak Republic

Slovak Republic

Limited liability company

Approximately €2,500 excluding the cost of legal services and the contributions to the share capital.

Joint-stock company

Approximately €3,000 excluding the cost of legal services and the minimum capital.

Unlimited partnership

Approximately €2,000, excluding the cost of legal services.

Limited partnership

Approximately €1,500 excluding the cost of legal services.

SJSC

Approximately €2,500 excluding the cost of legal services.

Spain

Spain

Limited liability company – sociedad de responsabilidad limitada (SL)

Approximately €600 (for an SL with capital of €3,000 excluding legal fees). The most significant costs of incorporation are the notary's fees and registration fees.

Public company – sociedad anónima (SA)

Approximately €1,000 (for an SA with capital of €60,000, excluding legal fees). The most significant costs of incorporation are the notary's fees and registration fees.

Limited partnership – sociedad en comandita (S.en Com. or S. Com.), partnership limited by shares – sociedad en comandita por acciones (S.Com. p. A.) and general partnership – sociedad de responsabilidad colectiva

The notary's fees and registration fees.

Real estate investment fund – fondo de inversión inmobiliario (FII) and real estate investment company – sociedad de inversión inmobiliaria (SII)

There is an exemption from capital duties in certain circumstances.

Real estate investment Trust – sociedad anónima cotizada de inversión inmobiliaria (SOCIMI)

An amount of roughly €250,000, which will include fees for legal advice, the Notary Public the fees for the admitting to trading of the Company´s shares at the relevant stock exchange or multilateral trading system, share valuation etc. In any case, costs will depend on the characteristics of the specific company (eg the asset valuation) and the transaction.

Sweden

Sweden

Limited liability company

Approximately SEK15,000 for a private limited liability company.

Partnership

Approximately SEK15,000 for a partnership.

Thailand

Thailand

Limited Company

The government fees payable for registration of the Memorandum of Association is THB 500.

The government fees payable for incorporation of limited company is THB 5,000. The government fees payable for the issuance of the certificate of incorporation is THB 100.

REIT

The application fee set by the Securities Exchange Commission (SEC) and Stock Exchange of Thailand (SET) is THB 200,000 (and will be increased to THB 300,000 for an application which will be submitted from 1 January 2020 onwards) and THB 100,000, respectively. The filing fee for the SEC is 0.01% of all REIT units offered for sale. The initial listing fee for SET listing varies depending on the paid-up capital with a minimum fee of THB 100,000 rising to a maximum fee of THB 3 million. The annual fee is between THB 50,000 and 3 million.

United Arab Emirates - Abu Dhabi

United Arab Emirates - Abu Dhabi

(a) Within Abu Dhabi and outside the Abu Dhabi Global Market free zone

Limited liability company (LLC)

Legal costs to establish an LLC can be in the region of USD 20–30,000 (excluding VAT and disbursements).

There is no requirement to deposit the share capital of an LLC in a UAE registered bank and therefore it is not necessary to provide evidence of the deposit of the share capital in the bank.

An LLC must take a lease of premises from which to conduct its business (which are inspected and must be approved by various government entities). A fee of around 5% of the annual rent of the office space and the annual rent of the general manager's home is usually charged as a fee payable to the Municipality and is included as part of the trade licence fee.

The rent itself can be considered a set up cost and there are fixed fees for each employee of the company. Additionally, there are ancillary fees which include approval of the trade name, a general application fee and the cost associated with notarising the memorandum of association before a UAE notary public.

Public joint-stock company (PJSC)

In addition to the share capital, the other typical costs can vary widely.

The costs will include professional fees for preparing the founders' agreement, a prospectus or invitation for public subscription supported by a feasibility/business plan, auditors' certificate, due diligence report and memorandum and articles of association. The memorandum and articles of association must be in accordance with the specimen issued by the Ministry of Economy and Commerce and any deviation from this must be approved by the same Ministry.

The PJSC must have offices and therefore there will be rental costs and other costs ancillary to this.

The PJSC must register with the DED to obtain its trade licence and the Emirates Securities and Commodities Authority (ESCA) to obtain its certificate of registration. The fees to be paid to the DED are related to rent payable for the office space and ESCA has certain annual fees which need to be paid as well.

There are also fees relating to the cost of being listed on a particular stock exchange.

Private joint-stock company (private JSC)

In addition to the share capital, the other typical costs can vary widely.

The costs will include professional fees for preparing the founders' agreement and memorandum and articles of association. In addition, the application to set up a private JSC needs to include a business plan and feasibility study.

The memorandum and articles of association must be in accordance with the specimen issued by the Ministry of Economy and Commerce and any deviation from this must be approved by the Ministry of Economy and Commerce.

The private JSC must have offices and therefore there will be rental costs and other costs ancillary to this.

The private JSC must also register with the DED to obtain its trade licence and the Ministry of Economy to obtain its certificate of registration. The fees to be paid to the DED are related to rent payable for the office space.

(b) Within the Abu Dhabi Global Market free zone

Costs associated with setting up an entity in the Abu Dhabi Global Market free zone include rent, legal fees for preparing constitutional documents and fees payable to the free zone.

A schedule of fees can be found at the following link:
https://www.adgm.com/media/141282/schedule-of-fees-v0-29.pdf

United Arab Emirates - Dubai

United Arab Emirates - Dubai

a) Within Dubai and outside of the free zones

Limited liability company (LLC)

Legal costs to establish an LLC can be in the region of USD 20,000 – 30,000 (excluding VAT and disbursements).

Similar to an offshore company, there is no requirement to deposit the share capital of an LLC in a UAE registered bank and therefore it is not necessary to provide evidence of the deposit of the share capital in the bank.

An LLC must take a lease of premises from which to conduct its business (which are inspected and must be approved by various government entities). A fee of around 5% of the annual rent of the office space and the annual rent of the general manager's home is usually charged as a fee payable to the Municipality and is included as part of the trade licence fee.

The rent itself can be considered a set up cost and there are fixed fees for each employee of the company. Additionally, there are ancillary fees which include approval of the trade name, a general application fee and the cost associated with notarising the memorandum of association before a UAE notary public.

Public joint-stock company (PJSC)

In addition to the share capital, the other typical costs can vary widely.

The costs will include professional fees for preparing the founders' agreement, a prospectus or invitation for public subscription supported by a feasibility/business plan, auditors' certificate, due diligence report and memorandum and articles of association. The memorandum and articles of association must be in accordance with the specimen issued by the Ministry of Economy and Commerce and any deviation from this must be approved by the same Ministry.

The PJSC must have offices and therefore there will be rental costs and other costs ancillary to this.

The PJSC must register with the DED to obtain its trade licence and the Emirates Securities and Commodities Authority (ESCA) to obtain its certificate of registration. The fees to be paid to the DED are related to rent payable for the office space and ESCA has certain annual fees which need to be paid as well.

There are also fees relating to the cost of being listed on a particular stock exchange.

Private joint-stock company (private JSC)

In addition to the share capital, the other typical costs can vary widely.

The costs will include professional fees for preparing the founders' agreement and memorandum and articles of association. In addition, the application to set up a private JSC needs to include a business plan and feasibility study.

The memorandum and articles of association must be in accordance with the specimen issued by the Ministry of Economy and Commerce and any deviation from this must be approved by the Ministry of Economy and Commerce.

The private JSC must have offices and therefore there will be rental costs and other costs ancillary to this.

The private JSC must also register with the DED to obtain its trade licence and the Ministry of Economy to obtain its certificate of registration. The fees to be paid to the DED are related to rent payable for the office space.

b) Within the Jebel Ali Free Zone Authority (JAFZA) offshore company

In addition to the share capital requirements, the other typical costs can vary widely.

There will be professional fees for preparing the constitutional documents and it is common for an agent to be used to handle the incorporation process and on-going filing requirements. It is not possible for the offshore company to lease an office in its name, so it should use the address of the company's registered agent as its address.

UK - England and Wales UK - England and Wales

UK - England and Wales

Limited partnership

Costs vary from £25,000 for a simple JV property-owning limited partnership, to between £70,000 and £150,000 for the use of a limited partnership as a full property fund investing on a portfolio basis, depending on the complexity of the documentation. Set-up costs will commonly be a first draw on investor commitments. Legal costs are normally capped at around 1 percent of total investor commitments.

Limited liability partnership

The main costs involved relate to the negotiation of the members' agreement. Limited liability partnerships (LLPs) are more often used in the UK (of which England and Wales form a part) not as fund vehicles for the acquisition of property (because they are not efficient vehicles for UK tax exempt investors such as personal or occupational pension schemes), but as vehicles for the fund manager since various tax advantages accrue to the principals of the fund manager in using an LLP rather than a limited company. An estimate of the costs of drafting a multiparty members' agreement (excluding regulatory advice on the authorization of the manager where required) is around £25,000 to £35,000, but this can vary depending on the complexity of the arrangements.

Investment syndicate trust

This normally costs less than setting up an equivalent limited partnership as a fund vehicle and tends to be used for single properties.

Property unit trust

Between £35,000 and £75,000, depending on the type and complexity of fund, and whether or not it is authorized by the Financial Conduct Authority (FCA). A simple feeder unit trust for pension scheme investors could be set up for under £20,000. For an offshore feeder unit trust the costs of offshore counsel also need to be factored in.

Limited company

Costs vary depending on complexity. An off-the-shelf company normally incurs a nominal fee of around £250.

Public limited company

Costs vary depending on complexity

REIT

For new companies, the previous entry charge (equal to 2 percent of the gross market value of properties involved in the tax-exempt business) has been abolished but the cost of obtaining and maintaining a public listing are substantial and so are only appropriate for vehicles with an excess of £100 million of net assets.

UK - Scotland

UK - Scotland

Limited partnership

Costs vary from £25,000 for a simple joint-venture property-owning limited partnership, to between £70,000 and £150,000 for the use of a limited partnership as a full property fund investing on a portfolio basis, depending on the complexity of the documentation. Set-up costs will commonly be paid from a first draw on investor commitments. Legal costs are normally capped at around one percent of total investor commitments.

Limited liability partnership

The main costs involved relate to the negotiation of the members’ agreement. Limited liability partnerships (LLPs) are more often used in the UK (of which Scotland forms a part) not as fund vehicles for the acquisition of property (because they are not efficient vehicles for UK tax-exempt investors such as personal or occupational pension schemes), but as vehicles for the fund manager since various tax advantages accrue to the principals of the fund manager in using an LLP rather than a limited company. An estimate of the costs of drafting a multiparty members’ agreement (excluding regulatory advice on the authorization of the manager where required) is around £25,000 to £35,000, but this can vary depending on the complexity of the arrangements.

Investment syndicate trust

This normally costs less than setting up an equivalent limited partnership as a fund vehicle and tends to be used for single properties.

Property unit trust

Between £35,000 and £75,000, depending on the type and complexity of fund, and whether or not it is authorized by the Financial Conduct Authority (FCA). A simple feeder unit trust for pension scheme investors could be set up for under £20,000. For an offshore feeder unit trust the costs of offshore counsel also need to be factored in.

Limited company

Costs vary depending on complexity. An off-the-shelf company normally incurs a nominal fee of around £250.

Public limited company

Costs vary depending on complexity.

REIT

For new companies, the previous entry charge (equal to 2 percent of the gross market value of properties involved in the tax-exempt business) has been abolished but the cost of obtaining and maintaining a public listing are substantial and so are only appropriate for vehicles with an excess of £100 million of net assets.

Ukraine

Ukraine

Limited Liability Company, additional liability company, joint stock company, partnership and commandite partnership

Incorporating any of the above entities in Ukraine involves:

  • The cost of the apostille, translation and notarization of the incorporation documents (applicable to documents executed in foreign jurisdictions)
  • Notary's fees and expenses relating to opening a bank account, as well as the cost of any professional advisors, and
  • The cost of audit services required when the issuance of shares is registered (for a joint-stock company only)

According to the Law of Ukraine ‘On Amending Certain Laws of Ukraine Relating to the Identification of the Final Beneficiaries of Legal Entities and Public Individuals’ No. 1701-VII dated 14 October 2014, during the state registration of a new legal entity, a list of and information about the founders of legal entity being registered, information about its final beneficial owners and the structure of the founding legal entities must be disclosed.

With effect from 1 January 2016 the procedure for state registration of the incorporation of legal entities in Ukraine has been simplified by the Law of Ukraine No. 835-VIII dated 26 November 2015. This has amended the Law of Ukraine ‘On State Registration of Legal Entities and Individual Entrepreneurs’.

The principle of exterritoriality of registration activities has been adopted in Ukraine. As of today this principle applies with some limits established for business securing. Thus, it is possible to register a new legal entity with any registration body regardless of the location of the legal entity, but within boundaries of Autonomous Republic of Crimea, a region and cities of Kyiv or Sevastopil, where the initial registration of such entity was performed. However, if the documents for registration activities are submitted in electronic form, the registration is effected irrespectively of location of a legal entity within Ukraine. Any registration activity regarding any legal entity can now be undertaken with any Ukrainian notary, but within boundaries of Autonomous Republic of Crimea, a region and cities of Kyiv or Sevastopil. Notaries can effect the registration and liquidation of legal entities, and introduce amendments to the constitutional documents etc on equal terms with state registrars.

United States

United States

US limited partnership or US limited liability company (LLC)

In connection with the formation of a limited partnership or LLC, filing fees typically range from US$50 to US$500, depending on the state of formation; the limited partnership or LLC will also need to pay fees to any other state where it registers to do business (because it holds real estate in that state). Legal fees for the agreement of limited partnership or operating agreement depend on the complexity of the agreement and the amount of negotiation among the parties; fees can range from US$2,500 to US$50,000 or more.

US general partnership

Some states require a filing in connection with the formation of a general partnership. Filing fees typically range from US$50 to US$500, depending on the state of formation; the general partnership may also need to pay fees to any other state where it registers to do business (because it holds real estate in that state). Legal fees for the agreement of general partnership depend on the complexity of the agreement and the amount of negotiation among the parties; fees can range from US$2,500 to US$50,000 or more.

Zimbabwe

Zimbabwe

Property unit trust

These vary from trust to trust. General asset management license fees are ZWD 10,000.

Limited company

Costs vary depending on complexity. An off-the-shelf company can be purchased for a nominal figure of around ZWD 500. Registrations of new companies will also cost approximately ZWD 500.

Public limited company

Costs vary depending on complexity and the listing requirements.