Listed real estate investment companies -
(Société d'Investissement Immobilier Cotée, SIIC)
End of 2015
- 32 SIIC ;
- capitalisation : 70 billion Euros.
In legal terms, SIIC are listed companies whose main activity is the purchase or construction of buildings with a view to renting them out.
The main SIIC are:
- Société Foncière Lyonnaise (SFL)
- Altarea Cogedim
- Foncière des Régions
In tax terms, the SIIC regime, which was created in 2003, provides for exemption from corporation tax of income from real estate (rental income and capital gains). It is optionally applicable to listed real estate investment companies.
In return, this regime imposes an obligation on the SIIC to distribute its income as follows:
- 95% of rental income;
- 60% of any capital gains realised;
- 100% of dividends received from subsidiaries themselves benefiting from the SIIC regime.
Unlike OPCI, this distribution obligation results from tax law and not from a regulatory provision; it applies only to income that enjoys exemption from corporation tax. SIICs may have a secondary activity (e.g. property development): any profits will continue to be taxable !
To benefit from this regime, companies must:
- be listed;
- have share capital of at least €15 million;
- be mainly, though (unlike OPCI) not exclusively involved in property business (purchase / construction of buildings with a view to renting them out); furthermore
- the holding of any majority shareholder, whether acting alone or in unison, must be less than 60% of the company’s share capital;
- when opting for the SIIC regime, 15% of the company’s share capital must be held by shareholders who each own less than 2%.
Joining the SIIC regime and taxation of profits
Where the option to join the SIIC regime is exercised, it is valid for a period of 10 years. It results in an “exit tax” of 19% being levied on any unrealised capital gains existing at the level of the SIIC company. This tax is payable in four instalments, on 15 December of the year in which the option was taken up and in the next three years.
Once the option is taken, the SIIC is exempt from paying corporation tax on its rental income and capital gains on real estate. It remains liable for tax on any secondary activities it may have (and hence a dual result is determined for tax purposes: tax-exempt / taxable).
This exemption also applies in the case of indirect ownership via companies, whether they are SCI on account of their fiscal translucency or they are SA / SAS / SARL on account of opting for the SIIC regime at their own level.
Taxation of shareholders
Suspension from / leaving the regime
If the SIIC ceases to meet the terms allowing it to benefit from the regime (notably if the maximum level of 60% ownership by a single shareholder is not adhered to for a period of less than one financial year), the consequences are as follows:
- corporation tax applies over the financial year;
- capital gains are taxed at 19% on disposals completed over the financial year;
- unrealised capital gains acquired over the financial year are taxed at 19%;
- only one suspension is allowed over a 10-year period.
If on account of a breach of one or more terms of the regime the SIIC leaves within 10 years of the option being taken up:
- additional corporation tax is payable on the capital gains on buildings that were liable for exit tax at the time of joining the regime;
- corporation tax is payable at 25% on unrealised capital gains acquired since joining the regime, reduced by a factor of 1/10th for each calendar year elapsed since joining the regime;
- corporation tax is applicable to profits that were previously exempt and not distributed.
Disposal of shares
Disposals of shares in SIIC are subject to the following regime:
- capital gains on disposal are liable for corporation tax at the rate under ordinary law in the case of shareholders liable to pay Corporation Tax (CT);
- exemption from registration fees (listed company).
Comparison OPCI / SCPI / SIIC
Public OPCI / SCPI
A similar target clientele but 2 separate regimes, each with their own place in the market.