It was published the first amendment to the Portuguese SIGIs’ Regime
Capital Markets, Real Estate and Tax Alert
On the 4th of September 2019, Law no. 97/2019 was published in Portugal’s Official Journal introducing the first amendment, approved under a parliament review, to the Real Estate Investment and Asset Management (SIGIs) regime, approved by Decree-Law no. 19/2019, of 28 January.
Among the amendments introduced therein, we highlight the following:
The law now clarifies that SIGIs’ corporate purpose may include atypical contractual models that comprise not only lease agreements, but also the provision of services required for the utilization of property, as well as the holding of participations in other companies with registered offices in Portugal, that meet the requirements foreseen on article 7, paragraph 1), subparagraph b), of the SIGIs Regime;
At least every seven years, the SIGI’s management shall request an appraisal to an independent external appraiser registered with the CMVM, on their real estate assets and holdings;
The deadline to, upon admission to trading, ensure that, at least 20% of the shares representing a SIGI’s share capital are spread across investors with holdings corresponding to less than 2% of voting rights, was extended until the end of the third complete calendar year. This minimum free float requirement is increased to 25% by the end of the fifth complete calendar year upon admission to trading;
Both real estate assets and holdings must be held by the SIGI for a minimum period of 3 years, otherwise the company shall immediately lose its status as such (the six month grace period shall no longer apply);
Moreover, if the SIGI does not comply with the requirements set forth by Article 8, paragraphs 1 and 2, on portfolio composition for two consecutive years, or for any two financial years, within a five year period, the SIGIs shall lose their status, as such;
The law now expressly foresees the applicability to the SIGIs of the tax regime related to the collective investment vehicles, provided under articles 22 and 22-A of the Tax Benefits Statute. The corporate taxation exemption provided for certain income derived by SIGI is only applicable when the relevant properties are held to be leased under specific agreements for at least three years. Finally, the law also sets forth specific provisions regarding the tax treatment arising from the loss of SIGI status.