How to Form a Real Estate Investment Trust (REIT) (2024)

The following offers a general summary of the basic tax law requirements applicable to REITs. To qualify as a REIT, an entity must meet a number of organizational, operational, distribution, and compliance requirements.

1. How must a real estate company be organized to qualify as a REIT?
2. How do REITs operate?
3. What are the dividend distribution requirements for a REIT?
4. What are the compliance rules for becoming a REIT?
5. Examples of Law Firms with REIT expertise
6. Examples of Accounting Firms with REIT expertise
7. Examples of Investment Banking Firms with REIT expertise
8. Other

1. How must a real estate company be organized to qualify as a REIT?

A U.S. REIT must be formed in one of the 50 states or the District of Columbia as an entity taxable for federal purposes as a corporation. It must be governed by directors or trustees and its shares must be transferable. Beginning with its second taxable year, a REIT must meet two ownership tests: it must have at least 100 shareholders (the 100 Shareholder Test) and five or fewer individuals cannot own more than 50% of the value of the REIT's stock during the last half of its taxable year (the 5/50 Test).

To ensure compliance with these tests, most REITs include percentage ownership limitations in their organizational documents. Due to the need to have 100 shareholders and the complexity of both of these tests, it is strongly recommended that tax and securities law counsel are consulted before forming a REIT.

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2. How do REITs operate?

A REIT must satisfy two annual income tests and a number of quarterly asset tests to ensure the majority of the REIT's income and assets are derived from real estate sources.

At least 75% of the REIT's annual gross income must be from real estate-related income such as rents from real property and interest on obligations secured by mortgages on real property. An additional 20% of the REIT's gross income must be from the above-listed sources or other forms of income such as dividends and interest from non-real estate sources (like bank deposit interest). No more than 5% of a REIT's income can be from non-qualifying sources, such as service fees or a non-real estate business.

Quarterly, at least 75% of a REIT's assets must consist of real estate assets such as real property or loans secured by real property. A REIT cannot own, directly or indirectly, more than 10% of the voting securities of any corporation other than another REIT, a taxable REIT subsidiary (TRS) or a qualified REIT subsidiary (QRS). Nor can a REIT own stock in a corporation (other than a REIT, TRS or QRS) in which the value of the stock comprises more than 5% of a REIT's assets. Finally, the value of the stock of all of a REIT's TRSs cannot comprise more than 20% of the value of the REIT's assets.

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3. What are the dividend distribution requirements for a REIT?

FAQs

Can I form my own REIT? ›

Your company will need at least 100 investors to be classified as a REIT. You don't necessarily need to get all 100 up front, since the IRS only requires you to meet that threshold by the beginning of the REIT's second tax year.

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What is required to start a REIT? ›

How to Qualify as a REIT? To qualify as a REIT, a company must have the bulk of its assets and income connected to real estate investment and must distribute at least 90 percent of its taxable income to shareholders annually in the form of dividends.

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How much does it cost to start REIT? ›

The Cheapest Option: REITs—$1,000 to $25,000 or more

A REIT offers the investor a relatively high dividend as well as a highly liquid method of investing in real estate. Most real estate investments are not easy or quick to get out of. An exchange-traded REIT is. Moreover, you can start small with a little bit of cash.

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What is the 5 50 rule for REITs? ›

A REIT will be closely held if more than 50 percent of the value of its outstanding stock is owned directly or indirectly by or for five or fewer individuals at any point during the last half of the taxable year, (this is commonly referred to as the 5/50 test).

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Can an LLC be a REIT? ›

The acronym R.E.I.T stands for “Real Estate Investment Trust,” however, a REIT does not necessarily need to be formed as a trust. In fact, many REITs are formed as corporations and nothing precludes a REIT from being formed as a partnership or LLC.

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How do REIT owners make money? ›

Equity REITs

Properties can generate rental income, which, after collecting fees for property management, provides income to its investors. These REITs generate income from renting real estate to tenants. After paying expenses for operation, equity REITs pay out dividends to their shareholders on a yearly basis.

What is the 90% rule for REITs? ›

Even with a challenging market, REITs are considered a staple for many investment portfolios thanks to the 90% rule. As the name implies, this rule stipulates that real estate trusts must distribute 90% of their taxable earnings to existing shareholders.

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What is the minimum ownership of a REIT? ›

A REIT must have at least 100 shareholders (the “100 shareholder test”) for at least 335 days of a 12-month taxable year or during a proportionate part of a taxable year that is less than 12 months.

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Is it hard to sell a REIT? ›

Non-traded REITs have little liquidity, meaning it's difficult for investors to sell them. Publicly traded REITs have the risk of losing value as interest rates rise, which typically sends investment capital into bonds.

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Does a REIT pay monthly? ›

For investors seeking a steady stream of monthly income, real estate investment trusts (REITs) that pay dividends on a monthly basis emerge as a compelling financial strategy. In this article, we unravel two REITs that pay monthly dividends and have yields up to 8%.

What is the average return of a REIT? ›

Which REIT subgroups have done the best at outperforming stocks?

REIT SUBGROUP	AVERAGE ANNUAL TOTAL RETURN (1994-2023)
Retail	11.2%
Office	10.1%
Lodging/Resorts	9.0%
Diversified	7.9%

5 more rows

Mar 4, 2024

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Is a REIT profitable? ›

They historically offer competitive long-term performance, with consistent returns compared to stocks and bonds. REITs provide attractive income through dividends, liquidity, transparency, and diversification, enhancing risk-adjusted returns.

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Are REITs taxed as ordinary income? ›

By default, all dividends distributed by a REIT are considered ordinary, or non-qualified, and are taxed as ordinary income. REIT dividends can be qualified if they meet certain IRS requirements.

Do REITs need to be registered? ›

Public Non-listed REITs – Public, non-listed REITs (PNLRs) are registered with the SEC but do not trade on national stock exchanges. Private REITs – Private REITs are offerings that are exempt from SEC registration and whose shares do not trade on national stock exchanges.

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Do REITs have to pay dividends? ›

The common denominator among all REITs is that they pay dividends consisting of rental income and capital gains. To qualify as securities, REITs must payout at least 90% of their net earnings to shareholders as dividends.

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Who can own a REIT? ›

Beneficial ownership in the organization must be held by at least 100 persons (including tax-exempt pension and profit-sharing trusts) for at least 335 days during the 12-month tax year or a proportionate part of the tax year; the days need not be consecutive, nor does the requirement need to be met in the first year ...

Do you need a broker to buy REITs? ›

As referenced earlier, you can purchase shares in a REIT that's listed on major stock exchanges. You can also buy shares in a REIT mutual fund or exchange-traded fund (ETF). To do so, you must open a brokerage account.

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Is owning REIT same as owning real estate? ›

Many investors who want to tap into the real estate sector compare REITs to actual, tangible real estate. REITs—or real estate investment trusts—are corporations that act like mutual funds for real estate investing. You can invest in a REIT without having to own or manage any property yourself.

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How to Form a Real Estate Investment Trust (REIT) (2024)

FAQs

Can I form my own REIT? ›

What is the average return of a REIT? ›

References