REALWorld Law

Corporate vehicles

Timescale

How long does it take for each type of corporate vehicle used to invest in real estate to become operative?

Angola

Angola

The process for the incorporation of a corporate vehicle under the laws of Angola must be done according to the terms set forth in the Private Investment Law. The incorporation of a local company is a straightforward procedure and can be done in one day, provided that all the required documents were duly submitted and approved. It is worth mentioning that the by-laws of the new company must be published in the Official Gazette and this can take between 30 to 45 days.

Australia

Australia

The incorporation process for a proprietary company or a public company normally takes between three and five business days from lodgement of all required information. Once the company is incorporated, additional registrations may be required (for example, registration for GST or income tax purposes), and those applications take additional time.

Registration of a branch of a foreign company may take up to four weeks from lodgement of the relevant forms and accompanying documents with the Australian Securities and Investments Commission (ASIC).

There is no specific requirement for registration of general partnerships. A partnership can become operative as soon as the agreement is finalized (or by the parties’ conduct).

A limited liability partnership is formed by and on registration of the partnership under the relevant Partnership Act. Registration is effected by recording in the register the particulars in the statement lodged with the relevant authority. Normally, the registration of a limited liability partnership can be effected in five working days.

There is no provision for registration of discretionary trusts. Normally, the trust is constituted by the payment to the trustee of an amount (the settled sum) which the trustee agrees to hold, together with any other money paid or property transferred to it, in accordance with the terms and conditions of the trust deed. The discretionary trust is thus operative on execution of the trust deed. A unit trust is operative on execution of the trust deed. However, failure to pay stamp duty in respect of the trust deed can have serious implications for future property transfers and hence payment of stamp duty should occur as soon as practicable after the trust is established.

Belgium

Belgium

Preliminary remark: As a result of a new company form that will be introduced (as well as less severe rules), the timescale 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 10 days.

B-REIT

The process takes several months, depending on how long it takes to carry out the necessary filings with the Financial Services and Markets Authority (FSMA).

Bosnia-Herzegovina

Bosnia-Herzegovina

Limited liability companies

Following the execution of the Articles of Association in the presence of a public notary an application must be filed with the relevant court: which depends on the location of the company's corporate seat. The time taken for registration varies between registry courts, taking up to 30 days once all the required registration documents have been submitted.

Joint-stock companies

Following the execution of the Articles of Association in the presence of a public notary an application must be filed with the relevant court: which one depends on the location of the company's corporate seat. The time taken for registration varies between registry courts, taking up to 30 days once all the required registration documents have been submitted.

The company founders are required to convene a general meeting of shareholders no later than 60 days after receiving the decision from the Commission that the issuance of shares was successful. If the founding general meeting of shareholders is not convened within this period, the issuance of shares is void and the company is deemed not to have been established.

Unlimited partnerships and limited partnerships

Following the execution of the Articles of Association in the presence of a public notary an application must be filed with the relevant court for the area containing the partnership's corporate seat. The time taken for registration varies between registry courts, taking up to 30 days once all the required registration documents have been submitted.

Canada

Canada

Incorporation of a company normally takes 5 to 10 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.

China

China

Timescales vary greatly depending on the complexity of the corporate structure and the permits required, but are typically three to four months.

Croatia

Croatia

Limited liability company (društvo s ograničenom odgovornošću – doo)

About 15 days.

Public limited liability company (dioničko društvo – dd)

30 days for 'simultaneous' incorporation (incorporation without a public offer of shares).

Public partnership (javno trgovačko društvo – jtd)

About 15 days.

Limited partnership (komanditno društvo – kd)

About 15 days.

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

Due to the small number of real estate investment funds in Croatia, it is difficult to confirm how long it would take for a fund to become operative. However, the time taken would be comparable to that in other European jurisdictions.

Czech Republic

Czech Republic

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

Around 20 days

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

Around 30 days in the case of a joint stock company without a public offer of shares

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

Around 20 days

Limited partnership (komanditní společnost – k.s.)

Around 20 days

Denmark

Denmark

Partnership (Interessentskab)

A partnership can become operative immediately but applications for VAT registration normally take two to four weeks.

Public limited company (Aktieselskab)

A public limited company can become operative in one or two days.

Private limited company (Anpartsselskab)

A private limited company can become operative in one or two days.

Limited partnership (Kommanditselskab)

A limited partnership can become operative in one or two days.

Limited partnership company (Partnerselskab)

A limited partnership company can become operative in approximately 6-8 weeks.

France

France

SCI (société civile immobilière) - real estate civil company

An SCI benefits from a legal personality as from its registration at the Companies and Trade Register which usually takes two days as from the submission of all the required documentation.

SNC (société en nom collectif) - partnership

An SNC benefits from a legal personality as from its registration at the Companies and Trade Register which usually takes two days as from the submission of all the required documentation.

SARL (société à responsabilité limitée) – limited liability company, SA (société anonyme) – stock corporation and SAS (société par action simplifiée) – simplified stock corporation

An SARL benefits from a legal personality as from its registration at the Companies and Trade Register which usually takes two days as from the submission of all the required documentation.

SCPI (société civile de placement immobilier) – real estate civil investment company

An SCPI benefits from a legal personality as from its registration at the Companies and Trade Register which usually takes two days as from the submission of all the required documentation. An SCPI is subject to checks by the French Securities and Exchange Commission (Autorité des Marchés Financiers – AMF) and the satisfaction of its requirements.

SIIC (société d’investissement immobilier cotée) – listed real estate investment company

An SIIC status is a special arrangement provided by a French law passed in 2002 giving tax advantages to public listed companies. Any public company can become a SIIC if it complies with certain conditions. 

Germany

Germany

Note that due to the new regulations which apply to Alternative Investment Funds the time frame for setting up the necessary acquisition vehicles also depends on the cooperation of the German supervisory authority (BaFin).

Gesellschaft mit beschränkter Haftung (GmbH) – limited liability company

Establishing a GmbH involves signing the incorporation deed followed by registration with the relevant commercial register. For liability reasons, trading should not commence until registration is complete, since if a GmbH enters into contracts prior to registration this gives rise to personal liability on the part of the shareholder(s). Registration can take up to two weeks from the signing of the incorporation deed and the submission of the application.

If time is of the essence, investors may use an off-the-shelf company that is already registered, and which may therefore be used in dealings as soon as its shares have been acquired. This can often be achieved within a couple of days.

Aktiengesellschaft (AG) – stock corporation

Establishing an AG involves signing the incorporation deed, auditing the incorporation deed, contributing at least one quarter of the capital contribution (contributions in kind must be contributed in full) and finally registering with the competent commercial register.

For liability reasons, trading should not commence until registration is complete, since individuals acting on behalf of the AG will be personally liable between the signing of the incorporation deed and the registration of the AG. Generally, the incorporation process takes from three weeks to two months. However, as there are circumstances outside the control of the shareholders, particularly registration, the quoted time frames are only an indication. Registration can take anything from one week to several weeks after the application has been filed, depending on the circumstances and the workload of the commercial registry. Prior to submitting the application other matters must be dealt with, eg setting up a bank account and obtaining confirmation from the bank that the share capital has been deposited in the company's account. If time is of the essence it is advisable to use an already registered off-the-shelf company, which can be used as soon as the shares in the company have been acquired.

Real estate investment trust (REIT)

Since a REIT is a listed stock corporation, incorporation takes time, is expensive and wide-ranging.

General

For liability reasons, trading should not commence until registration of the REIT in the commercial register is complete, since individuals acting on behalf of the AG will be personally liable between the signing of the incorporation deed and the registration of the REIT. Registration can take between one week and several weeks from the date the application is filed, depending on the circumstances and the workload of the commercial registry.

Additional time is required for the public listing of the REIT. Altogether, the entire process may take up to two months.

Pre-REIT

Since for many stock corporations it will not be possible to comply with all prerequisites of a REIT straightaway (in particular with regard to public listing), legislation has introduced the option of establishing a pre-REIT, a stock corporation registered with the Central German Federal Tax Office (Bundeszentralamt für Steuern). One year after this registration, and every year subsequently, the pre-REIT must demonstrate to the Central German Federal Tax Office that its objectives and the structure of its assets and earnings comply with the law.

The pre-REIT must apply for a listing on a stock exchange in a regulated market within three years of its registration as a pre-REIT. If no application is made, if the application is turned down or if the pre-REIT cannot provide the necessary proof of compliance, the corporation's pre-REIT status is lost.

Immobilien Sondervermögen – real estate fund

Setting up a real estate fund may take roughly 7 to 11 months, mostly to obtain the necessary BaFin approval.

Kommanditgesellschaft (KG) – limited partnership

A partnership effectively comes into existence when the partners enter into the partnership agreement but, in relation to third parties, the partnership comes into existence only after it has commenced business activities or been registered in the commercial register. The partnership may commence operations before it has been registered but in this case the limited partners will not benefit from limited liability and will be personally liable up to the amount of their contributions. Depending on the workload at the commercial registry, registration may take up to two weeks from the date the application for registration has been filed.

Hong Kong

Hong Kong

Companies

To incorporate a company in Hong Kong it is necessary to submit to the Companies Registry a specified form and a copy of the constitution (articles of association) of the company as supporting documents. The incorporation fee must also be paid at the same time. Assuming that the application is in order, the certificate of incorporation of a company limited by shares will be issued on the fourth working day after the submission date (if the application is mailed to the Companies Registry in paper form) or within one hour after submission of the documents (if submitted through an online facility). The certificate of incorporation of a company limited by guarantee will be issued in about three weeks.

Branches of a foreign corporation

The place of business in Hong Kong must be registered in order to be operative. Upon the satisfaction of all registration requirements, ie the submission of the completed specified form with the requisite supporting documents (such as the constitution and certified copy of the certificate of incorporation of the non-Hong Kong company) and the payment of the requisite registration fees, the Companies Registry will issue a certificate of registration. This usually takes at least 13 working days after the submission of all requisite documents in acceptable form to the Companies Registry.

Partnerships

A partnership can become operative as soon as the relevant partnership agreement is finalized.

For a limited partnership, registration with the Companies Registry is also required and it can take about five working days for the Certificate of Registration to be issued.

Trusts 

Discretionary trusts are operative on the execution of the trust deed.

A unit trust that requires authorization from the SFC is operative once the trust deed has been executed, the trust property has been deposited, investor subscriptions for the minimum aggregate amount have been collected and authorization is obtained.

The amount of time it takes to obtain authorization can vary from one trust to another. To make the authorization process more efficient, SFC revised its application lapse policy in November 2013. For applications received by SFC on or after 1 January 2014, if no authorization has been granted within six months (calculated from that take-up date, (ie the date of the Take-up letter issued by SFC, generally two business days following receipt of all necessary application documents)), then the application will lapse (subject to any time extension granted by SFC in limited circumstances and at its sole discretion).

Hungary

Hungary

Limited liability company (korlátolt felelősségű társaság)(kft), company limited by shares (részvénytársaság)(zrt or nyrt), limited partnership (betéti társaság)(bt) and unlimited partnership (közkereseti társaság)(kkt)

The time available for the Court of Registration to decide on registration is usually 15 working days. However, if the application is submitted in the standard form for articles of association, a simplified registration procedure applies and the Court of Registration must decide on registration within one business day.

An application for registration may only be submitted to the Court of Registration electronically through a lawyer.

Real estate investment fund

In the case of a real estate investment fund, the investment fund manager (either a company limited by shares or a Hungarian branch office) must be registered as described below.

The time available for the Court of Registration to decide on registration is usually 15 working days. However, if the application is submitted in the standard form for articles of association (not applicable in the case of public companies limited by shares and branch offices), a simplified registration procedure applies and the Court of Registration must decide on registration within one business day.

An application for registration may only be submitted to the Court of Registration electronically through a lawyer.

Registration of the investment fund itself takes three months unless additional documents need to be submitted.

Ireland

Ireland

Company

Approximately two weeks following submission of correctly executed documents to the CRO but fast track registration procedures are available which can reduce the time to five working days.

Collective investment vehicle

Management company

Ten days for incorporation and approximately three-to-four weeks for approval. Subject to the Central Bank's agreement, the approval process for the management company can run concurrently with the CIS approval process.

Collective investment scheme (CIS)

A one-day authorization process involving the Central Bank applies to CIS marketed to “qualifying investors” (known as Qualifying Investor Alternative Investment Funds or QIAIFs), subject to certain criteria being met. This is the most suitable vehicle for real estate investment. Generally, the entire process is capable of being completed within four to six weeks.

Limited partnership

Approximately two weeks following registration and submission of the relevant documents to the CRO.

Real Estate Investment Trust

Approximately two weeks following submission of correctly executed documents to the CRO.

Italy

Italy

Società a responsabilità limitata (Srl)

Approximately 15 days.

Società a responsabilità limitata semplificata (Srls)

Approximately one week.

Società per azioni (SpA)

Approximately 15 days.

Japan

Japan

For incorporation of each vehicle, it takes several weeks.  For each vehicle to become operative, it usually takes two to three months depending on how soon necessary agreements can be executed.

If we compare GK (for TK-GK) with TMK or investment corporation (for J-REIT), the lead time for GK (for TK-GK) is a bit shorter since it does not require a filing with the relevant local finance bureau.

Netherlands

Netherlands

Limited liability company (B.V.)

10-15 days, although in theory this can be done more quickly, if needed

Public limited company (N.V.)

10-15 days

Fiscal investment vehicle (Fiscale Beleggings Instelling)

10-15 days

Limited Partnership (Commanditaire Vennootschap)

10 days

Nigeria

Nigeria

The registration process for a company limited by shares at the CAC typically takes between five to seven working days. A collective investment scheme may be established within 14 to 21 days of application to the Securities and Exchange Commission.

Norway

Norway

The time required to register a company can vary greatly depending on the workload of the Norwegian Register of Business Enterprises. It may be anything from two days to more than one month. When persons without a Norwegian personal identification number are registered as members of the board the registration takes more time to complete, as such persons must apply for such a number. The information given below is an estimate based on the average time it takes to complete a registration.

Aksjeselskap/AS (private limited company)

Approximately two weeks from the date the Norwegian Register of Business Enterprises receives all the relevant documentation.

It is possible to buy a ready-made company for approximately NOK 55,000 (including a share capital available in cash of NOK 30,000). The time required to become operative would then normally be two days (although it will take longer to register the company's new name and new board of directors etc).

Allmennaksjeselskap/ASA (public limited company)

Approximately two weeks from the date the Norwegian Register of Business Enterprises receives all the relevant documentation.

Kommandittselskap/KS (limited partnership)

Approximately two weeks from the date the Norwegian Register of Business Enterprises receives all the relevant documentation.

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

Approximately two weeks from the date the Norwegian Register of Business Enterprises receives all the relevant documentation.

Poland

Poland

Limited liability company, joint stock company limited partnership and unlimited partnership

Our experience shows that it takes from four to six weeks for a limited liability company, a limited partnership or an unlimited partnership and from four to eight weeks for a joint stock company to become operative. The registration is conducted in a one-stop-shop procedure. A motion needs to be filed at the Registry Court in the particular jurisdiction in which the seat of the company is to be located. The procedure includes obtaining a Tax Identification Number (NIP), a statistical number (REGON) and registering in the Register of Businesses (Rejestr Przedsiębiorców), part of the National Court Register.

Closed-end real estate investment fund

Management company (TFI): up to three months.

Fund: up to three months, following the creation of the TFI.

Portugal

Portugal

Sociedade por Quotas (SQ) and Sociedade Anónima (SA)

The timescale for incorporation is normally two to three weeks. This may be reduced by paying priority charges. There is also a simplified one-day incorporation procedure for companies that adopt standard articles of association and pre-approved names, registered through a one-stop-shop procedure.

Romania

Romania

Unlimited partnership, limited partnership and partnership limited by shares

Corporate vehicle formation in Romania is not an excessively complicated process. It generally involves preparing a series of documents, which are then filed with the Commercial Registry. The documents must be approved by a delegate judge. Romanian legislation provides that, the registration certificate attesting registration of the entity with the Commercial Registry must be issued within three days from the filing of the registration application, subject to the required documentation being supplied and the delegate judge not rejecting it. The whole process should not take more than a few days.

Joint stock company and limited liability company

The necessary series of documents are filed with the Commercial Registry and approved by a judge through a non-contentious process. Romanian legislation requires that the registration certificate attesting registration of the company with the Commercial Registry must be issued within three days from the filing of the registration application, subject to the required documentation being supplied and the delegate judge not rejecting it. The whole process should not take more than a few days. For companies which are to engage in certain activities (credit institutions, insurance companies etc), specific additional approvals may be required thus extending the period necessary to become fully operative.

Russia

Russia

Limited liability company (OOO)

Registering in the state register of legal entities takes three business days.

It may also be necessary to obtain the prior approval of the Federal Anti-Monopoly Service (FAS). The rules are complex and specific legal advice should be sought.

The official period for obtaining the prior approval of the FAS is 30 days but in certain cases (for instance, if it is necessary to submit additional information) that time limit can be postponed by the FAS for up to two months.

Overall, the establishment of an OOO generally takes from two to four months.

Non-public joint stock company (AO)

Registering a new company in the state register of legal entities takes three working days.

As a general rule, registration of shares takes 20 days from the date all the relevant documents are submitted (documents for the state registration of shares need to be submitted within 30 days after the date of the state registration of the company). The time limit for registration of the shares may be postponed for up to 30 days in the event that documents submitted for registration need to be checked as regards the credibility of the information.

It may also be necessary to obtain the prior approval of the Federal Anti-Monopoly Service (FAS). The rules are complex and specific legal advice should be sought.

The official period for obtaining the prior approval of the FAS is 30 business days but in certain cases (for instance, if it is necessary to submit additional information) that time limit can be postponed by the FAS for up to two months.

Overall, the establishment of an AO generally takes from two to four months.

Slovak Republic

Slovak Republic

Limited liability company

Approximately two to three weeks in less complex cases.

Joint-stock company

Approximately one or two months in less complex cases and without a public share offering.

Unlimited partnership

Approximately three to four weeks in less complex cases.

Limited partnership

Approximately three weeks in less complex cases.

SJSC

Approximately one to one and a half months in less complex cases.

Please note that this estimate was not tested in practice as the SJSC is a brand new corporate vehicle, effectively incorporated into the Slovak Commercial Code as of 1 January 2017.

Spain

Spain

Limited liability company – sociedad de responsabilidad limitada (SL)

Approximately three weeks (one week for incorporation, payment of the Transfer Tax etc and two weeks to register the company with the local mercantile registry).

However, under to Law 14/2013 of 23 September 2013 the incorporation of a limited liability company can be dealt with within 48 hours. Nonetheless, this system is not widely used.

Another possibility is to acquire a limited liability company from a seller who sells “off-the-shelf” companies, which takes roughly one or two days once the necessary powers of attorney have been granted.

Public company – sociedad anónima (SA), 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

Approximately three weeks (one week for incorporation, payment of the Transfer Tax etc and two weeks to register the entity with the local mercantile registry).

Real estate investment fund – fondo de inversión inmobiliario (FII)

Two months, or five months if the relevant authorities fail to respond or they issue any objection to the proposal; the same amount of time is required to form the management company.

Real estate investment company – sociedad de inversión inmobiliaria (SII)

Three months, or five months if the relevant authorities fail to respond or they issue any objection to the proposal.

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

The time required depends on the choice of multilateral trading system (MAB) or regulated stock market on which the shares can be traded. In practice, a multilateral trading system is usually recommended. Due to the filing of documentation required by the MAB, this process may take between two and three months.

Sweden

Sweden

Limited liability company

The formation of a limited liability company generally takes about 20 to 25 days. However, an off-the-shelf company may become operative in one or two days.

Partnership

The formation of a partnership generally takes about 20 to 25 days.

Thailand

Thailand

Limited Company

The time frame for incorporation of a Thai limited company is approximately 3 days from the date of making a reservation of the company's name with the Ministry of Commerce.

Property Fund

Property funds authorized by the SEC are operative once the establishment and management of the fund has been approved, investors have subscribed the units by the minimum aggregate amount (an IPO will need to be carried out within 1 year as from obtaining SEC approval), and the property fund has been registered with both SEC and the SET. The overall process can take up to one to two years depending on the type and complexity of the fund.

REIT

Similar to property funds, the establishment of REITs must be permitted by the SEC. The timescale for authorization depends on the application documents; however, the SEC must complete approval of establishment of REIT within 45 days after the date that the application has been lodged. The trust units must be offered to the potential purchasers within 6 months after the date of the approval. The capital raised must be transferred by an underwriter to the trustee within 15 days after the closing date of the IPO. All trust units must be listed in the Stock Exchange of Thailand within 45 days after the closing date of IPO.

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)

An LLC becomes operational once a trade licence is issued by the Abu Dhabi Economic Department (DED). If all relevant documentation has been properly prepared and submitted, this should take around six to eight weeks where one or more of the shareholders is a non-Gulf Co-operation Council (GCC) national (ie a national of a UAE, Qatar, Kuwait, Oman, The Kingdom of Saudi Arabia and Bahrain). If all the shareholders are UAE or GCC nationals the process is likely to be quicker.

Public joint-stock company (PJSC)

The process of setting up a PJSC is fairly involved and requires a number of approvals to be obtained. To obtain all the required approvals before shares can be offered for subscription would take at least 15 weeks. Following this period the initial public offering for subscription for shares should be kept open for between 10 days and 90 days and this is subject to further extension.

Private joint-stock company (private JSC)

In order to set up a private JSC an application has to be made to the DED and the Ministry of Economy and this application has to be supported by a business plan and feasibility study. These documents are studied and once any recommended changes have been made the setting up process can proceed. The entire process from submission of the application to the grant of a licence usually takes at least 15 weeks

(b) Within the Abu Dhabi Global Market free zone

The process for establishing is intended to be straightforward and transparent and begins with the submission of an application form (online or in paper form) to the Registration Authority for evaluation. If the Registration Authority approves the application, the applicant can apply to reserve a company name in accordance with the detailed requirements of the Business and Company Names Rules 2016. Registration/incorporation forms can then be submitted through the online portal. The Abu Dhabi Global Market financial free zone intends that the registration process will be completed within one to three business days when the entity's commercial permit and certificate will be issued.

United Arab Emirates - Dubai

United Arab Emirates - Dubai

a) Within Dubai and outside of the free zones

Limited liability company (LLC)

An LLC becomes operational once a trade licence is issued by the Dubai Economic Department (DED). If all relevant documentation has been properly prepared and submitted, this should take around six to eight weeks where one or more of the shareholders is a non-Gulf Co-operation Council (GCC) national (ie a national of a UAE, Qatar, Kuwait, Oman, The Kingdom of Saudi Arabia and Bahrain). If all the shareholders are UAE or GCC nationals the process is likely to be quicker.

Public joint-stock company (PJSC)

The process of setting up a PJSC is fairly involved and requires a number of approvals to be obtained. To obtain all the required approvals before shares can be offered for subscription would take at least 15 weeks. Following this period the initial public offering for subscription for shares should be kept open for between 10 days and 90 days and this is subject to further extension.

Private joint-stock company (private JSC)

In order to set up a private JSC an application has to be made to the DED and the Ministry of Economy and this application has to be supported by a business plan and feasibility study. These documents are studied and once any recommended changes have been made the setting up process can proceed. The entire process from submission of the application to the grant of a licence usually takes at least 15 weeks.

b) Within the Jebel Ali Free Zone Authority

Once all the necessary paper work is submitted and fees paid, a JAFZA offshore company should take between two and three weeks to be established and a certificate of incorporation issued.

UK - England and Wales UK - England and Wales

UK - England and Wales

Limited partnership

A limited partnership can become operative as soon as it is established by registering with the Companies Registry. How long it takes to become economically viable is a separate question. Where a limited partnership is used as a fund vehicle, it will be governed by a detailed partners agreement and will generally not become fully operative until the first closing at which the investors are admitted as limited partners and the commitments made to the limited partnership allow the general partner to conclude transactions in the knowledge that there is sufficient equity funding (together with the relevant debt) to enable the first investments to be made. It is common for property funds of this type to go through a number of closings (with appropriate adjustments being made among the investors to ensure fair treatment between the investors).

Limited liability partnership

The incorporation of a limited liability partnership (LLP) (which can be effected in a single day) confers a legal personality on the LLP and allows it to carry on its business. The relationship between the members is normally covered by a detailed members' agreement, although if this is not the case, certain statutory rules apply under which members participate equally in management, and share income and capital profits equally.

Investment syndicate trust

A syndicate trust is established by means of a trust deed. Generally, because syndicate trusts are used for the acquisition of single properties, the trust is normally created as the acquisition vehicle at the same time as the acquisition is made.

Property unit trust

A unit trust authorized by the Financial Conduct Authority (FCA) is operative once a trust deed has been completed, investor subscriptions for the minimum aggregate amount have been collected, and FCA authorisation obtained. Obtaining FCA authorization for a unit trust scheme can take up to three months, but may be quicker if the fund manager is already FCA authorised and already running a number of unit trust schemes.

A non-FCA-authorized unit trust will become operative when the minimum viable commitments have been made to it, which is a question for the sponsor of the trust in the light of its investment objectives.

Limited company

The incorporation process normally takes about a week but same-day incorporation is possible.

Public limited company

About one week, subject to having paid up share capital of at least 25 percent of £50,000.

REIT

The company must serve notice on HMRC (the tax authority) before the beginning of the accounting period for which it wants to join.

UK - Scotland

UK - Scotland

Limited partnership

A limited partnership can become operative as soon as it is established by registering with the Companies Registry. How long it takes to become economically viable is a separate question. Where a limited partnership is used as a fund vehicle, it will be governed by a detailed partners’ agreement and will generally not become fully operative until the first closing at which the investors are admitted as limited partners and the commitments made to the limited partnership allow the general partner to conclude transactions in the knowledge that there is sufficient equity funding (together with the relevant debt) to enable the first investments to be made. It is common for property funds of this type to go through a number of closings (with appropriate adjustments being made among the investors) to ensure fair treatment between the investors.

Limited liability partnership

The incorporation of a limited liability partnership (LLP) (which can be effected in a single day) confers a legal personality on the LLP and allows it to carry on its business. The relationship between the members is normally covered by a detailed members’ agreement, although if this is not the case, certain statutory rules apply under which members participate equally in management, and share income and capital profits equally.

Investment syndicate trust

A syndicate trust is established by means of a trust deed. Generally, because syndicate trusts are used for the acquisition of single properties, the trust is normally created as the acquisition vehicle at the same time as the acquisition is made.

Property unit trust

A unit trust authorized by the Financial Conduct Authority (FCA) is operative once a trust deed has been completed, investor subscriptions for the minimum aggregate amount have been collected, and FCA authorization obtained. Obtaining FCA authorization for a unit trust scheme can take up to three months, but may be quicker if the fund manager is already FCA authorized already running a number of unit trust schemes.

A non-FCA-authorized unit trust will become operative when the minimum viable commitments have been made to it, which is a question for the sponsor of the trust in the light of its investment objectives.

Limited company

The incorporation process normally takes about a week but same-day incorporation is possible.

Public limited company

About one week, subject to having paid up share capital of at least 25% of £50,000 or the prescribed euro equivalent.

REIT

The company must serve notice on HMRC (the tax authority) before the beginning of the accounting period for which it wants to join.

Ukraine

Ukraine

Limited liability company, additional liability company, partnership and commandite partnership

About four weeks. After registering with all the relevant authorities, obtaining the necessary certificates and opening a bank account, the entity can begin operating.

Joint stock company

Depending upon the type of joint-stock company, incorporation takes from five months to a year.

United States

United States

US limited partnership or US limited liability company (LLC)

A limited partnership or LLC is operative as soon as its certificate of limited partnership/certificate of formation is filed with the secretary of state of the state in which the limited partnership or LLC is formed. As a practical matter, because of the requirements of lenders and others with whom the limited partnership or LLC may do business, the limited partnership or LLC will not be able to effectively operate until it has a signed partnership agreement/operating agreement and received capital contributions from its partners/members.

US general partnership

A general partnership is formed by the association of two or more persons or entities to carry on as co-owners a business for profit. Thus, under certain circumstances, two parties may be deemed to be in a partnership even though that was not their intention. A general partnership comes into existence as soon as two or more persons or entities sign an agreement creating the partnership.

Zimbabwe

Zimbabwe

Property unit trust

This may vary from trust to trust, depending on the formalities to be completed.

Limited company

The incorporation process normally takes approximately two weeks and will become operational immediately thereafter.

Public limited company

The registration process for a public limited company takes approximately four weeks.