Aliant Guide on Acquisiton of Commercial Real Estate was created by Aliant’s Real Estate Practice Group, where our experienced and well established lawyers from France, Italy, Finland, Cyprus, and Lithuania have answered some fundamental and up-to-date questions on how to acquire commercial real estate in their jurisdictions. If you are interested in Commercial Real Estate in any of the beforementioned countries please follow this five part series. Part II by Tuomo Kauttu
1) ARE THERE ANY RESTRICTIONS UNDER YOUR COUNTRY’S LEGAL SYSTEM WITH REGARDS TO OWNERSHIP WHEN ACQUIRING A COMMERCIAL REAL ESTATE?
No in case of holding stock in company that owns commercial real estate. Yes in case of direct ownership of land.
2) WHAT TYPES OF OWNERSHIP STRUCTURES EXIST IN YOUR COUNTRY WITH REGARDS TO ACQUISITION OF COMMERCIAL REAL ESTATE?
Holding stock in a company that owns the land and building, holding stock in a company that owns the building and leases the land, direct ownership of building and land, direct ownership of building and lease of land.
3) PLEASE DESCRIBE IN A FEW STEPS THE PROSSES OF TRANSFER OF COMMERCIAL REAL ESTATE IN YOUR COUNTRY WITH PARTICULAR FOCUS TO THE TRANSFER OF THE OWNERSHIP OR THE TITLE TO THE BUYER?
Preparing and signing acquisition agreement; closing the transaction; registration of (i) ownership of acquired shares at the share and shareholders register, maintained by the (target)company itself, or (ii) ownership of acquired real estate itself at the public land register, or (iii) lessee right of the transferred lease at the public land register.
4) DOES THE TRANSFER OF OWNERSHIP IN COMMERCIAL REAL ESTATE ACQUISITIONS IS SUBJECT TO YOUR COUNTRY’S TRANSFER TAX, IF, SO HOW MUCH IS THE TAX AND WHO WILL BE LIABLE IF SUCH TAX IS NOT PAID?
4.0% for real estate (land), 2.0 % for stock in company that qualifies real estate company, 1,6 % for stock in company that does not be characterized as a real estate company. The buyer shall be responsible for the tax, however, the parties can legally agree upon the liability, applicable to their mutual obligations and rights.
5) WHICH PARTIES (ASIDE FROM SELLER AND BUYER) ARE USUALLY INVOLVED IN COMMERCIAL REAL ESTATE ACQUISITION? PLEASE BRIEFLY DESCRIBE THEIR DUTIES AND ROLES.
Tenants, investors, debtors