Investing in real estate just got a bigger playground. The Securities and Exchange Commission is giving companies more freedom — and investors more choices — by overhauling the rules for real estate investment trusts (REITs).
Under the newly issued Memorandum Circular No. 1, Series of 2026, the SEC has updated the 2020 guidelines of the REIT Act of 2009.
The goal: make REITs more flexible, more attractive, and more in line with global practices.
Significant changes
The changes are significant. REITs can now hold a wider variety of income-generating assets beyond the usual office buildings and shopping malls. Toll roads, airports, warehouses, energy, and ICT infrastructure are all fair game — as long as they promise a steady, predictable flow of cash.
For companies, it’s a chance to diversify portfolios; for investors, a chance to tap into new real estate opportunities without buying property outright.
Companies can also use unlisted special purpose vehicles (SPVs) and incorporated joint ventures (JVs), putting local rules closer to global standards.
“We wanted to start the year strong, which is why we spared no effort to make this REIT MC our first issuance of 2026,” SEC chairperson Francis Lim said.
“This signals the Commission’s priorities for the year and underscores our continuing commitment to deepen the capital market while protecting the interests of the investing public and ensuring sound governance across possible REIT structures.”
“By establishing a more robust framework for the REIT market, we are broadening opportunities for participation in real estate investment, helping more Filipinos benefit from long-term wealth creation,” he added.
Reinvestment period extended to two years
The revisions also extend the reinvestment period for sponsors and promoters to two years from proceeds raised via REIT share sales or property sales. Reinvestment can fund equity, loans, or debt repayment tied to local real estate or infrastructure projects, giving companies more breathing room to plan growth.
Dividend rules remain tight: SPVs and JVs must pass at least 90 percent of income to the REIT before it can declare dividends. Violations are treated as a breach of the REIT’s payout obligations.
Public shareholder rules are also tightened. Those with substantial influence — holding 10 percent or more of shares, or capable of swaying management — are excluded to ensure genuine investor participation.
Potential billion-peso REIT offerings
Investment & Capital Corp. of the Philippines said the changes could pave the way for potential billion-peso
REIT offers from tollway operators, water concessionaires, fiber optic networks, cell towers, and data-center developers once issuers are ready with assets for public markets.