Real Estate and wealth

Corporate structure and taxation for real estate investment and private wealth: an SPV per project, the choice between a trading company and a property holding company or between VAT and ITP, the taxation of each phase and your co-investors’ returns.

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The profile

Who it is for

We work with people who invest in property with an investor’s mindset: net yield, risk per project and the return for whoever puts up the money. Structuring an investment badly can wipe out a good part of the yield, and that is almost always decided before buying, not after.

Investors and co-investors

Deals with several parties involved, where you need to define how the money goes in and how the return comes out.

Family property holding companies with real estate

Rental portfolios where the structure determines both the annual tax bill and the tax cost of handing over to the next generation.

Developers, coliving and room rentals

Models with real activity behind them, where the tax classification completely changes the outcome.

Projects structured through SPVs

One company per deal, with its financing and co-investors ring-fenced from the rest of the portfolio.

The big decisions

Tax and corporate structure

Before buying, there are two or three decisions that determine the profitability of the whole transaction. We explain them in plain terms and tell you how best to structure it.

Business activity vs. property holding company

There is a business activity when you organise resources: for example, someone employed to manage the letting. If you only hold assets, it is an asset-holding company.

Activity
You organise your resources
More tax benefits
Deductible expenses
Fit within a family business
Property holding
You only hold assets
Taxation of income without a business activity
Fewer deductions
No access to the family business regime
VAT or transfer tax (ITP) on the sale

It changes the real cost of the purchase: one can be recovered and the other cannot. It depends on who is selling.

VAT
Developer or company
Deductible if there is a business activity
First transfer
It does not make the investment more expensive
ITP
Private seller or second transfer
Non-recoverable cost
Added to the price
Rate varies by region
Structure by project
01A property holding company can organise several independent transactions.
Asset-holding parentProperty holding company
01Stable
SPV

Project 1

Co-investors Financing
Return and risk measured independently.
02Stable
SPV

Project 2

Co-investors Financing
Rules and commitments specific to this deal.
IssueThe problem stops at this SPV
03Stable
SPV

Project 3

Co-investors Financing
Its business continues unaffected by project 2.
Property structure

Real estate SPV (one company per project)

One company per deal. It pays off when there are co-investors, project financing or several investments in parallel.

  • Ring-fenced risk

    A problem in one project does not drag down the rest.

  • Its own rules

    Different co-investors and specific rules for each project.

  • Independent view

    Profitability and financing measured project by project.

Investment cycle

Taxation at each stage of the investment

Each phase is taxed differently, and the tax bill for one depends on how the previous one was planned. Financing runs through the whole journey: its impact is measured across all four phases, not just the purchase.

  1. PurchaseThe real cost of getting in

    VAT or transfer tax (ITP) depending on who is selling, and planning the transaction before signing.

  2. RefurbishmentWhat counts as an improvement

    Its tax treatment and the associated advantages, depending on how the work is documented.

  3. RentalRental taxation

    Taxation of rental income and deductible expenses: this is where net return is decided, year after year.

  4. SaleThe capital gain and its tax bill

    Taxation of the capital gain and the timing of the exit, which is prepared from the moment of purchase.

  • Invest with the right structure from the start.

  • Business activity or property holding, VAT or transfer tax (ITP): we explain it clearly.

  • One SPV per project: it ring-fences risks and organises co-investment.

  • We calculate the investor’s return under each option.

Co-investment

Investment, co-investment and returns

We calculate the net return of each route and then choose the vehicle, not the other way round.

Participation accounts (CCP)

Contribute to the project without taking an equity stake: you share in the profit, with the split and tax treatment set out in a contract.

Shareholder via dividends

Takes an equity stake with voting rights: dividends during the life of the project and a capital gain on exit.

Ordinary loan

Lends to the project without sharing in the risk: agreed fixed interest, however the deal turns out.

Participating loan

Counts as equity. Interest is linked to results: it earns more if the project does better.

Long term

Wealth and the long term

The property portfolio supports the three layers that make the wealth outlast the transaction that started it.

Planned succession

Generational succession prepared, not improvised, with the tax bill planned in advance.

Rules between co-investors

Profit distribution and entry and exit terms, agreed before any disagreement arises.

Protected assets

Property holding companies that keep real estate separate from the business and its risk.

Profits

What you get

  1. Higher net return

    The right structure and vehicle reduce the tax bill.

  2. Clear return for the investor

    We define and calculate how each co-investor is paid (CCP, dividends, loan).

  3. Structure by project

    SPVs to ring-fence risks and organise co-investment.

  4. Informed decision

    VAT vs transfer tax (ITP) and trading vs asset-holding, explained and applied.

  5. Protected assets

    Separating assets from the business, with succession in mind.

We help you with the big decisions

Tell us about your transaction or your portfolio and we will propose the optimal structure and vehicle. No commitment.

Book an initial assessment meeting