A SOCIMI is a listed public limited company whose main business is to buy or develop urban properties to rent them out. In exchange for complying with Ley 11/2009 (minimum capital of 5 million euros, 80 % of assets for rental, mandatory distribution of dividends and listing on a market), it is taxed at 0 % in Corporate Income Tax.
It is the Spanish equivalent of REITs. For anyone managing a rental portfolio, the useful question is whether the vehicle is worth its obligations and how it is set up.
Requirements of Ley 11/2009
The requirements are cumulative: if one fails and is not corrected in time, the special tax regime is lost.
| Requirement | What the law requires | Article |
|---|---|---|
| Form and capital | Public limited company with minimum capital of 5 million euros, a single class of shares, registered shares and the name «SOCIMI, S.A.». Properties contributed to capital are appraised by an appraisal company | Arts. 1, 4 and 5 |
| Corporate purpose | To acquire and develop urban properties for leasing, or to hold interests in other SOCIMIs, in equivalent foreign REITs or in real estate IICs. Ancillary activities must generate less than 20 % of income | Art. 2 |
| Investment | At least 80 % of assets in urban properties for rental, in land to develop them (if construction begins within three years) or in those holdings | Art. 3.1 |
| Income | At least 80 % of the year's income must come from the rental of those properties to tenants outside the same group (art. 42 of the Código de Comercio) or from dividends on those holdings | Art. 3.2 |
| Holding period | The properties must be leased for at least three years (up to one year offered for rent counts) and the holdings must be maintained for three years | Art. 3.3 |
| Listing | Shares admitted to a regulated market or a multilateral trading facility in Spain, the EU or the EEA, or to a regulated market in a country with effective exchange of tax information, continuously throughout the year | Art. 4 |
| Dividends | Distribute 100 % of dividends received from investees, at least 50 % of the profit from the sale of properties (the remainder is reinvested within three years) and at least 80 % of the rest. Resolution within six months after year-end and payment in the following month | Art. 6 |
| Reserves | The legal reserve cannot exceed 20 % of capital and the articles of association cannot create other restricted reserves | Art. 6.3 |
Since 2013 the law does not limit borrowing: the former article 7, which set a cap on external financing, has been repealed.
SOCIMI tax regime
The appeal is tax-related, so it is also worth reading the fine print:
- 0 % rate in Corporate Income Tax (art. 9.1), with no deductions or reliefs. If a property does not meet the three-year lease requirement, because it is sold earlier or ceases to be rented, all the income it generated is taxed under the general regime and at the general rate in all the years in which the special regime applied (art. 9.1).
- 19 % special levy on dividends paid to shareholders with 5 % or more of the capital when, at the shareholder's level, they are exempt or taxed below 10 % (art. 9.2).
- 15 % special levy on undistributed profit, on the part that has not been taxed at the general rate and is not within the reinvestment period (art. 9.4).
- A change that never came into effect. Real Decreto-ley 26/2026, of 29 September, raised to 25 % the levy on undistributed profit from residential rental, but Congress agreed to repeal it on 2 October 2026 (BOE-A-2026-20526), so it is not in force. Having been repealed, it cannot be processed as a bill: the measure would only return with a new rule, so it is worth watching whether the Government proposes it again.
- Shareholders. SOCIMI dividends do not benefit from the exemption under article 21 of the Ley del Impuesto sobre Sociedades when the shareholder is a company, either for those arising from profits covered by the regime or for the capital gain on the sale of the shares (art. 10). An individual includes them as income from movable capital (art. 10).
- Transfer tax. Incorporation and capital increases are exempt under corporate transactions, and the purchase of homes for rent or land to develop them has a 95 % relief if the holding period is respected (art. 45.I.B.22 of the texto refundido del ITPAJD).
The regime is lost, among other cases, if the shares cease to be listed or if the dividend is not resolved or not paid on time, and it is not possible to opt for it again until three years have passed (art. 13).
How to create a SOCIMI, step by step
- Choose the vehicle. Incorporate a public limited company (S.A.) or transform an existing one; a private limited company (S.L.) cannot be a SOCIMI. Adjust the articles of association: corporate purpose, single class of shares, name and dividend policy. The guide SL or SA to issue explains what changes when becoming a public limited company.
- Design the portfolio. Check that the asset and income meet the 80 % and plan the rental schedule for each property so as not to break the three years.
- Opt for the regime. The general meeting resolves it and it is notified to the Delegación de la Agencia Tributaria before the last three months of the tax year (art. 8). Notifying it late prevents it from being applied that year.
- Use the transitional period carefully. The law allows opting in before meeting all the requirements, provided they are met in the following two years (first transitional provision). If they are not met, the company moves to the general regime from the year in which the breach becomes apparent and must pay the difference in tax due from previous years, plus late-payment interest and, where applicable, surcharges and penalties.
- Admit the shares to a market. This is the step that most affects the schedule and cost (see table).
- Comply every year. Annual report with the section “Reporting requirements arising from SOCIMI status, Ley 11/2009”, distribution within the deadline and control of 80%.
| Market | What it is | Main requirements for a SOCIMI |
|---|---|---|
| BME Growth | BME's multilateral trading facility | Registered adviser, liquidity contract, information document with valuation of the properties by an independent expert and minimum free float: shareholders with less than 5% must hold shares worth 2 million euros or 25% of the capital |
| Portfolio Stock Exchange | Multilateral trading facility authorized by the CNMV in 2022 | According to its own information, it does not require minimum free float, a registered adviser or a liquidity provider, although it does require a legal adviser or specialized entity during listing |
| Stock exchange (regulated market) | Regulated market | Prospectus approved by the CNMV and admission requirements of a regulated market: this is the route for large SOCIMIs |
SOCIMI and tokenization
The shares of a SOCIMI can be represented using distributed ledger technology. They remain shares, and therefore securities supervised by the CNMV, registered by an ERIR, a figure under article 8 of Ley 6/2023 developed by Real Decreto 814/2023. URSUS-3 Capital, A.V. was the first authorized ERIR, in November 2024.
But registering the token does not amount to listing. The route that could combine both is the DLT pilot regime, whose trading systems are legally multilateral systems; the CNMV authorized the first one in Spain on November 26, 2025 (Securitize Europe Brokerage and Markets, S.V.). It only admits shares of issuers with a market capitalization below 500 million euros, and its fit with article 4 of Ley 11/2009 must be confirmed case by case, as we explain in Tokenized SOCIMI: structure and viability.
If the SOCIMI does not fit (portfolio below 5 million, development for sale or no intention to list), the usual alternative is a vehicle company that issues shares or bonds, whether tokenized or not; the real estate tokenization guide compares both structures.
Does your rental portfolio not qualify as a SOCIMI, or do you not want to list? Take the issuance diagnosis (2 min) or request a proposal.
This content is informative and educational. It does not constitute legal, tax, or investment advice. Check the current version of each regulation in the BOE and on EUR-Lex.
HokenFi is a software and infrastructure provider; it does not provide regulated services (CASP, ESI, EAF, or ERIR). This article is informative and does not constitute financial or legal advice.
Frequently asked questions
What is the minimum capital for a SOCIMI?
Ley 11/2009 requires a minimum share capital of 5 million euros, with a single class of shares and registered shares. If the capital is contributed in properties, they must be appraised by an appraisal company. The law allows opting for the tax regime before meeting all the requirements, provided they are met within the following two years.
How are SOCIMIs taxed?
They are taxed at 0% in Corporate Income Tax. They pay a special 19% levy on dividends to shareholders holding at least 5% who are taxed below 10%, and 15% on undistributed profit. The increase to 25% for residential rental that Real Decreto-ley 26/2026 envisaged is not in force: Congress repealed it on October 2, 2026.
How many shareholders must a SOCIMI have?
Ley 11/2009 does not set a minimum number of shareholders: it requires the shares to be listed. The minimum is set by the chosen market. On BME Growth, shareholders with less than 5% must hold shares worth at least 2 million euros or 25% of the capital. Portfolio Stock Exchange states that it does not require minimum free float.
Can a SOCIMI be tokenized?
Yes, its shares can be registered using distributed ledger technology through an ERIR, in accordance with article 8 of Ley 6/2023. They remain shares supervised by the CNMV. The limit is the mandatory listing: registering the token does not amount to listing, and trading on a DLT pilot regime system must be confirmed case by case.
