One of the safes and most effective investments are Real Estate Investment Funds (REIF). This CNC article provides general, as well as specialized information for establishing, manging, and operating of REIFs in Viet Nam, and includes the following content:

  1. General regulations of REIF
  2. Process of Establishment and operation of REIT

 

Chapter 1. General regulations of Real Estate Investment Fund

Real Estate Investment Fund:

REIF is a closed-end fund, offering fund certificates to the general public and investors cannot request an REIF to repurchase the certificate, with the main purpose of investing in leased real estate to make stable profit in accordance with the law.

REIF Characteristics:

  • A form of capital contribution for one or many individual real estate projects or organizations, through which valuable documents such as stock and trust certificates are issued.
  • REIFs allows investors to purchase issued fund certificates as an alternative to buying real estate directly, and then delegate their management to a trust management board.
  • REIFs primarily purchase, participate in managing real estate, contributes capital to project developments, and/or invests in real estate companies.

“In general, REIFs are a balanced direction for the flow of capital – including the real estate market.” – Mr. Nguyen Tran Nam, Chairman, Viet Nam Real Estate Association.

Currently, REIFs operating in Vietnam are primarily foreign trusts – VNL of Vinacapital, VPF of Dragon Capital, ILH – ILH2 and ILH3, of Indochina Capital, VPH of Saigon Asset Management to name a few

Vietnam’s first REIF in was Techcom Vietnam – 2017, which was managed by Techcapital and officially listed on the stock market. Total capital raised was 50-billion VND. At present, this REIF still doesn’t operate because of inhibited funding sources, making project investments relatively challenging.

REIFs Forms of operation:

REIFs are organized and operated in two forms:

         Provisions on the form of REIF under Article 90 of Decree No 58/2012/ND-CP

REIFs Requirements of investment activities

REIFs must insure:

   Clause 23 Article 1 of Decree 60/2015/ND-CP

Additionally, REIFs must ensure certain conditions outlined below:

  Prescribed at point d Clause 1, Article 91 Decree No.58/2012/ND-CP

Investments in these assets must ensure these limits:

Assets contributed as capital into REIF

Additionally, cash capital contributions through direct capital contributions or the purchase of fund certificates as before, now, the new mechanism allows investors to contribute capital by real estate under qualifying legal requirements:

Real estate invested in the fund must meet certain conditions:

 

                 Pursuant to Clause 2, Article 91 of Decree No. 58/2012/ND-CP

Charter 2. REIF Establishment

Firstly, the establishment of REIF under the form of a public securities investment fund:

Establishing REIFs in this form initially requires that a Fund Management Company (in particular, a Management of securities investment fund company) be established.

                             Clause 2, Ariticle 2 Decree 86/2016/ND-CP

Requirements for licensure  for the establishment and operation of fund management companies:

                  Prescribed at Clause 1, 2, 3 Article 11 Decree No 86/2016/ND-CP

Additionally, fund management companies must meet the conditions of shareholders and capital contributors as outlined below:

Capital Contribution Requirements

                           Clause 8 Article 71 Decree No 58/2012/ND-CP

Fund management company establishment procedures

Procedures for applying for establishment and operation license

Dossier of application – Certificate for establishment and operation of a fund management company:

No Document’s Name Notes
1 Application form – establishment and operation of a fund management company

 

As form
2 Written explanation of materials and technical foundations for performance of securities business operations Original
3 Bank certification of deposit of legal capital into a frozen account. Original
4 Organized personnel list

 

Original

Attach a copy of the Securities Practicing Certificate for each staff member

 

5 List of founding members Include copies of:

Ø  identity cards or passports for individuals

 

Ø  business registration certificates for legal entities

6 Prior years financial statements having been audited by an independent audit organization Copy
7 Company charter Draft
8 Tentative business operation plan for the first three years Original
9 Meeting memorandum including resolution of shareholders and members expected to contribute capital Original
10 Principal lease Contract of headquarters or decision of space and headquarters transfer of owner. Original, or notarized copy

included with the certifying ownership documents and headquarters use rights of the lessor or owner

11 Proof of financial capacity Original, or notarized copy

 

12 List of proposed Board of Directors, Board of members, Supervisory Board (if any), internal audit department, Director (General Director), Deputy Director (Deputy General Director) and at least five (05) professional employees Original
13 List of shareholders and capital contribution members with relevant documents attached Original
14 Written approval of the permitted capital contribution for the establishment of the competent state management agency Original, or notorized copy

 

15 Other relevant documents evidencing individuals and organizations have met the specified conditions Original, or notorized copy

 

      Prescribed at Clause 1 Article 72 Decree No 58/2012/ND-CP

 

Note: 

Within 7 days after being issued the establishment and operation certificate, securities companies and fund management companies must publish their establishment and operation certificate on the media of the State Securities Commission, and in an electronic or print newspaper of three consecutive issues.

Post establishment, the fund management company will continue to carry out procedures prescribed by law to establish a real estate investment fund under the form of a closed fund.

Procedures for establishment of a real estate investment fund after the establishment of a fund management company include:

State 1: The first offering of fund certificates (CCQ) to raising capital shall comply as follows:

Fund management companies must register the offering of fund certificates to the State Securities Commission with the registration file and include the following documents:

                       Prescribed at Clause 4 Article 4 Circular 228/2012/TT-BTC

Within thirty (30) days from the date of receiving the complete application dossiers, the State Securities Commission shall issue the notarized certificate of registration of initial public offering of fund securities.

State 2: Offering real estate investment fund securities:

                               Prescribed at Article 5 Circular 228/2012/TT-BTC

In special cases:

Within (3) days from the date of completion of the offering or the expiration date of the registration certificate, the fund management company must notify the SSC and disclose information pertaining to the fund’s failure to meet founding conditions in the even that any one of these events occurs:

Concurrently, within 15 days from the date of completion of the offering or the expiration date of the registration certificate, the fund management company must refund to the investor all contributed amounts, including interest, incurred rate (if any), and all costs incurred from raising capital.

State 3: Establishment Registration

                                          Article 6 Circular 228/2012/TT-BTC

Application includes:

Activities of a real estate investment

Rule Distribution of the trust’s profits

Some general regulations on Real Estate Investment Funds in the form of closed-end funds that investors must consider:

  • State regulatory authorities and Vietnam’s armed forces shall not be allowed to make equity investment in or purchase stock certificates of real estate investment trusts.
  • In cases where the charter of a real estate investment trust agrees that an investor may own more than 49% of its charter capital, the trust must register its stock code according to the law and shall be bound by the laws on ownership restrictions as applied to foreign investors.
  • The trust’s property shall be owned by investors making equity participations or holding stock certificates in the trust based on the percentage of contributed capital, but not possessed by the fund management company or supervisory bank. Fund management companies may use the trust’s property for the sole purpose of settling the trust’s financial obligations

Establishing a Real Estate Securities Investment Company

First, a fund management company must be established prior to establishing a real estate fund in this form. Based on Article 22 Circular no. 228/TT-BTC, the real estate securities company must make the investments and entrust its capital to a fund management company for investment purposes.

General provisions on securities investment companies:

                                  Article 22 Circular 228/2012/TT-BTC

When the charter prescribes that a foreign investor may own more than 49% of its charter capital, the Real Estate Securities Investment Company must obey the same General Conditions with Real Estate Investment Fund in a form of Closed-End Fund.

Process – Establishing Real Estate Securities Investment Companies

Offering the shares; Offering; Distributing shall be conducted and must comply with the Rules of Real Estate Investment Fund Establishment as a form of Closed-End Fund does.

The Company must meet the following conditions:

                             Article 79.1 Decree 58/2012/ND-CP

Process – Completing the Real Estate Securities Investment Companies Establishment

Within 10 days after the end of each issue, the Fund Management Company must report and submit the Request for Establishment including:

                                            Article 79.2 Decree 58/2012/ND-CP

Notes:

  • Dossiers must be submitted to The State Securities Commission.
  • Licenses of establishment and operation are also the ERC.
  • Eligibility and documentation requirements, processes and procedures for establishment of Real Estate Securities Investment Companies must comply with the regulations of Investment portfolios and investments of real estate investment trusts in a form of Closed-End Fund.

 

Regulations regarding Managing Boards

The Managing Board includes 3 to 11 members, in which at least two-thirds (2/3) are independent members. Independent members of the board of directors must meet these following conditions:

                                    Prescribed at Article 28 Circular No 228/2012/TT-BTC 

Restrictions – operations for public securities investment companies

The above information is a summary of legal issues relating to the establishment process and investment activities of Real Estate Investment Funds. CNC hopes to provide you with full and useful information about this investment model.

 

Support:

CNC is honored to receive and respond to any and all inquiries to support effective and efficient registration of your foreign loans in Vietnam.

Requests can be made by email or phone according to the information below:

Nguyen Thi Hong Tra | Senior Associate

T: (+84-28) 6276 9900

E: ngan.nguyen@cnccounsel.com

 

Kim Ngoc Anh | Associate

T: (+84-28) 6276 9900

E: tra.nguyen@cnccounsel.com

 

CNC© | A Boutique Property Law Firm

28 Mai Chi Tho, An Phu Ward, District 2, Ho Chi Minh, Vietnam

T: (+84-28) 6276 9900 | F: (+84-28) 2220 0913

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