BELGIUM Law and Practice Contributed by: Pieter Puelinckx, Yves Moreau, Melissa Verplancke and Gauthier Callens, Linklaters
• the general partner(s), which bear(s) unlimited liability for the entity’s obligations; and • the limited partner(s), whose involvement is restricted to their contributions and which may not participate to the management of the company. Belgian law also encompasses a variety of investment fund regimes. Since the estab - lishment of its dedicated regime in 2016, the “ Fonds d’Investissement Immobilier Spécialisé (FIIS) ”/“ Gespecialiseerd Vastgoedbeleggings- fonds (GVBS)”, a specialised real estate invest - ment fund (SREIF), has become a prominent structure for real estate investments. It should, however, be noted that SREIFs’ investments are limited by a list of allowed investments defined by law (including, amongst others real rights on properties located in Belgium and abroad and shares of companies and investment vehicles active in real estate investments, subject to conditions). The shares of a SREIF can only be offered to investors eligible by law (such as institutional or professional investors, including investors reg - istered with the Belgian financial services and markets authority). SREIFs must be incorporated subject to a set duration of ten years, although their articles of association may allow the shareholders to vote on extensions in increments of up to five years each. SREIFs are distinguished by certain features specific to their legal framework, including (but not limited to): • mandatory registration with the Ministry of Finances’ list of SREIFs;
• IFRS-compliant preparation of annual finan - cial statements; • a requisite distribution of 80% of net results, which generally triggers withholding tax for the shareholders, although relevant double taxation treaty provisions may apply; • SREIFs may, in principle not act as real estate developers (except if such activity is carried- out on an occasional basis); • specific mandatory reporting obligations (such as a specific annual financial report and information document for the shareholders); • mandatory annual valuation of the net asset value of the SREIF’s shares; and • SREIF’s real estate portfolio must reach a minimum valuation of EUR10 million by the close of the second financial year subsequent to their registration. A specific tax regime, detailed in 5.2 Main Fea- tures and Tax Implications of the Constitution of Each Type of Entity , applies to SREIFs. 5.2 Main Features and Tax Implications of the Constitution of Each Type of Entity The incorporation of Belgian corporate entities essentially requires a notarial deed. This require - ment applies to both public limited liability com - panies and private limited liability companies whereas limited partnerships can be incorpo - rated by a private agreement among founding partners (without notarial deed). For the incorpo - ration of both limited and public limited liability companies, founders must also communicate a financial plan over a two-year horizon to the notary (amongst other information and KYC documents). In terms of real estate ownership, there are no specific tax incentives. Excluding specific tax regimes, such as the one applicable to SREIFs (which is detailed in the paragraphs below), Bel -
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