Real Estate Investment Company Brief Guide 
DEFINITION

Real Estate Investment Company (REIC) is a type of capital market institution which is founded in order to issue its shares for the purpose of operating and managing a portfolio composed of real estates, real estate projects, real estate-based rights, infrastructural investments and services, capital market instruments, Clearing Bank money market and reverse repurchase transactions, time deposits or participation accounts in Turkish Lira, demand and time deposits or special current and participation accounts in foreign currency, subsidiaries and affiliates, and other assets, rights and instruments to be determined by the Board, in accordance with the procedures and principles set forth in this Communique, and which may engage in other activities permitted in this Communiqué, within the limits of activities delineated in Article 48 of the Law.

REICs operating and managing a portfolio consisting of infrastructural investments and services are required to be founded/transformed solely and exclusively for these activities, and the REIC’s articles of association should contain a clause in connection therewith.
REICs founded for operation and management of a portfolio consisting solely of infrastructural investments and services cannot invest in real estates, real estate-based rights and real estate projects unrelated with the infrastructural investments and services. Other REICs covered by this Communiqué can also not invest in infrastructural investments and services and the associated assets and rights, except for those which are incidental by nature and are performed as a part of real estates or real estate projects within the frame of their main fields of business.

ESTABLISHMENT

REICs may directly be founded as a real estate investment company, or joint-stock companies may be converted into a REIC by amending and adopting their articles of association in accordance with provisions of the Law and this Communiqué. In the case of both foundation and transformation of REICs operating a portfolio consisting solely of infrastructural investments and services, it should clearly be stated in their articles of association that minimum 75% of their total assets will be composed of infrastructural investments and services. Provided, however, that only infrastructure companies may be transformed and converted into a REIC operating a portfolio consisting solely of infrastructural investments and services.

Either way, establishment of a real estate investment trust should be accepted by CMB. Then an application for establishment can be made to the Ministry of Industry and Trade. Following the Ministry's permission, the establishment of the investment trust is announced in the Turkish Commercial Registry Journal.

LEGAL STRUCTURE

Real Estate Investment trusts are established in the form of joint-stock corporations and they have a legal personality. Their capital is registered and they issue shares. Their shares have to be issued in return for cash and quoted, traded and priced at a stock exchange.

TYPES

1) REICs Are under obligation to invest at least 51% of their total assets in real estates, real estate projects and real estate-based rights;
2) REICs at least 75% of total assets of which is/will be composed of infrastructural investments and services

FOUNDERS

Founders should certify that they full fill the qualifications stated in the communiqué;

Natural person and/or legal entity founding partners of a REIC:

a) must not have been adjudged bankrupt, or entered into composition with their creditors, or been subject to a court order for postponement of bankruptcy;
b) must not be among the persons held liable for the event necessitating this sanction, in institutions or entities one of the operating licenses of which is cancelled by the Board;
c) must not have been convicted of any one of the offences and crimes listed in the Law by a final court verdict;
d) must not be the subject matter of an order of liquidation issued about them or about their institution or entity pursuant to the Governmental Decree in Force of Law About Transactions of Insolvent Bankers, no. 35, dated 14/1/1982 and its annexes;
d) must not have been sentenced to imprisonment for five years or more due to a crime committed maliciously, and been convicted of crimes against security of state or crimes against constitutional order and its modus operandi, or of embezzlement, extortion, bribery, theft, swindling, fraud, abuse of trust, fraudulent bankruptcy, bid rigging, rigging in performance of obligations, prevention or distortion of informatics system, destruction or alteration of data, abuse of debit or credit cards, laundering of crime properties and moneys, smuggling, tax evasion or unjust acquisition of properties, even if the periods referred to in Article 53 of the Turkish Criminal Code no. 5237 dated 26/09/2004 have elapsed;
e) must have obtained the resources needed for foundation from its own commercial, industrial and other legal activities free from any kind of collusion, and must have financial power to fund the subscribed capital amount;
e) must have honesty and reputation required for the business;
f) must not have any overdue tax debts;
g) must not have been convicted of crimes described in the Law on Prevention of Financing of Terrorism no. 6415 dated 7/2/2013; and
h) must not have been banned on trading pursuant to subparagraph (a) of first paragraph of Article 101 of the Law.

PORTFOLIO MANAGEMENT

Real Estate Investment trusts are authorized to manage their own portfolios and may employ portfolio managers. They can also get portfolio management or investment advisory service from authorized investment advisers.

The portion of portfolio of REICs consisting of money and capital market instruments, if and when it exceeds 10% of total assets of the REIC, is either managed by the REIC itself by employing an adequate number of portfolio managers holding a license certificate within the frame of licensing regulations of the Board, or if permitted so by the REIC’s articles of association, and under an agreement to be signed thereinfor, managed through portfolio management or investment advisory services purchased from portfolio management companies. In this case, it is required to comply with the regulations of the Board pertaining to portfolio management and investment advisory.

PORTFOLIO RESTRICTIONS

Portfolio restrictions for real estate investment companies are similar to those of the mutual funds.

CUSTODY

Capital market instruments included in the REIC’s portfolio are required to be kept in custody in the Clearing Bank within the framework of an agreement to be signed thereinfor.

SHARES

Investors buy shares of a real estate investment company in the stock exchange. In return they are paid dividends at the end of the years. They may also sell their shares in the exchange and receive capital gains anytime they want.

DISCLOSURE

After being approved by the CMB, the articles of incorporation of the real estate investment company is announced in the Turkish Commercial Registry Journal. As well as that; they have to prepare prospectus in the case of issuance and public offering of the shares. Besides, important developments about the real estate investment company and their weekly portfolio tables including their assets and net asset value per share are announced to the investors in the bulletin of the stock exchange. Finally their annual and semiannual financial statements have to be audited by a certified external auditor and announced in the bulletin of the stock exchange.

PROTECTION OF INVESTORS

Apart from the disclosure liabilities stated above, that they are kept in custody in the Clearing Bank. On the other hand listing requirement of the trusts' shares in the stock exchage enables the investors to leave the REIC anytime they want. Anyway, the investors have to know that the investment company are closed end investment companies and they can sell their shares only to other investors, but not back to the company.

TAXATION REICs are exempt from the Corporation Tax.