What is a REIT?
A Real Estate Investment Trust (REIT) allows businesses to own and lease real estate or hold mortgages secured by real property, while electing to be taxed as a REIT. REITs function like mutual funds for real estate, giving investors access to a diverse portfolio of properties or real estate-backed assets.
REITs reduce or eliminate corporate income tax by deducting dividends paid to shareholders from taxable income. Most REITs distribute nearly all their taxable income, so they typically avoid corporate income tax. However, certain federal, state, and local taxes may still apply, depending on the situation.
REIT Qualification Tests: ORIAD Framework
To qualify as a REIT, companies must meet several requirements: – Organization & Capital Structure – Rent (income from real property) – Income (source and type) – Assets (composition of holdings) – Distributions (dividends to shareholders)
Key Organizational Requirements
- Management: A board of trustees or directors oversees the REIT.
- Shareholder Base: At least 100 shareholders must hold shares for most of the tax year, and no more than five individuals can own over 50% of the shares during the latter half of the year (the 5/50 Rule).
- Transferable Shares: The REIT must issue transferable shares or certificates.
- Entity Type: The company must be a domestic corporation (not a bank or insurance company) for federal tax purposes.
- Subsidiaries: REITs may own qualified REIT subsidiaries (QRS) or taxable REIT subsidiaries (TRS), each with specific tax treatments.
Rent & Income Rules
- Qualifying Rent: REITs collect payments for the use of real property through leases, licenses, or easements. Rent from personal property cannot exceed 15% of total rent, and affiliated tenants generally do not qualify unless through a TRS.
- Service Income: REITs may provide certain customary services directly. For other services, they must use independent contractors or a TRS to maintain compliance.
Income Requirements
- 75% Gross Income Test: At least 75% of annual gross income must come from real estate activities, such as rent, mortgage interest, and property sales.
- 95% Gross Income Test: At least 95% of income must come from passive sources, including the 75% test categories plus dividends and interest.
- Excluded Income: Income from prohibited transactions or certain hedging activities does not count toward these tests.
Asset Requirements
- 75% Asset Test: REITs must hold at least 75% of assets in real estate, cash, or government securities.
- 5/10/10 Tests: REITs must limit investments in any single issuer or security to manage risk.
- TRS Limit: No more than 20% of assets can be in TRSs.
Distribution Requirements
- 90% Distribution Rule: REITs must distribute at least 90% of taxable income (excluding capital gains) to shareholders each year.
- Pro Rata Distributions: REITs must pay dividends fairly among all shareholders.
- Undistributed Income: If REITs retain income, it is taxed at corporate rates, and failing to meet minimum distribution thresholds may trigger additional excise taxes.
This overview provides a practical summary and does not address every detail of REIT law or tax treatment. For specific guidance, consult a qualified advisor.
