By Alexandria Grace C. Magno
THE SECURITIES and Exchange Commission’s (SEC) 2026 amendments to the real estate investment trust (REIT) rules could encourage more listings by expanding eligible assets and easing capital recycling, according to analysts.
“For existing listed REITs, this provides a clearer regulatory basis to diversify future asset infusions beyond conventional office or retail properties, supporting portfolio resilience,” F. Yap Securities Investment Analyst Marky Carunungan said in a Viber message.
“For potential issuers, the amendments make REITs a more practical capital-recycling tool, allowing companies to unlock value from stabilized assets while retaining operational control. These changes should support a deeper and more active REIT capital market over time,” he added.
In a statement on Friday, the SEC said the amendments are aligned with the objectives of the REIT Act by expanding eligible income-generating assets and allowing unlisted special purpose vehicles (SPVs) and incorporated joint ventures (JVs), consistent with global practices.
Under SEC Memorandum Circular (MC) No. 1, Series of 2026, REITs may own income-generating real estate directly or indirectly. For indirect ownership, a REIT may hold shares in an unlisted SPV formed primarily to own real estate, provided it owns at least two-thirds of the SPV’s voting stock, including through incorporated JVs.
China Bank Capital Corp. Managing Director Juan Paolo E. Colet said the amendments address key regulatory constraints related to eligible assets, reinvestment of proceeds, and indirect property ownership.
“One important change is the expansion and diversification of real estate that can be packaged into a REIT, such as airports, toll roads, telco towers, broadband fiber networks, and data centers,” Mr. Colet said in a Viber message.
“With these amendments plus another interest rate cut, we expect renewed preparations for REIT IPOs and the launch of such offerings starting this year,” he added.
The revised rules further clarify that income-generating real estate includes assets with regular or predictable cash flows such as leases, rentals, tolls, user fees, ticket sales, parking, and storage fees. Covered assets include toll roads, railways, airports, ports, information and communications technology and energy infrastructure, data centers, parking facilities, malls, warehouses, fixtures, and real rights such as usufructs, easements, and leases.
The Philippines currently has eight listed REITs across office, hotel, mall, land, renewable energy, and infrastructure segments.
These include AREIT, Inc., DDMP REIT, Inc., Filinvest REIT Corp., RL Commercial REIT, Inc., MREIT, Inc., VistaREIT, Inc., Citicore Energy REIT Corp., and Premier Island Power REIT Corp.
In a Viber message, AP Securities, Inc. Equity Research Analyst Shawn Ray R. Atienza said the clarified asset scope could broaden the REIT market beyond traditional property developers.
“This could entice select conglomerates and telcos interested in recycling capital to fund more infrastructure projects,” he added.
Mr. Carunungan said infrastructure-related assets such as data centers and telecommunications facilities now have a clearer route to REIT structures, provided income requirements and ownership arrangements comply with the rules.
“In this context, assets such as PLDT Inc.’s VITRO data center portfolio could be structurally well-suited for a REIT platform as part of broader capital-recycling strategies,” he said.
The SEC also extended the reinvestment period for REIT sponsors or promoters to two years from one, starting from the receipt of proceeds from the sale of REIT shares or income-generating real estate to the REIT.
Reinvestment options include equity investments, loans, debt purchases, or repayments related to real estate or infrastructure projects in the Philippines.
REITs investing through unlisted SPVs or JVs must ensure that these entities distribute at least 90% of distributable income to the REIT and other shareholders before the REIT pays dividends. Failure to comply will be considered a breach of the REIT’s 90% dividend payout requirement.
Mr. Atienza said the longer reinvestment window could support more REIT listings by easing pressure on sponsors to immediately redeploy capital.
“Although, the drawback is a possible delay in dividend growth that could lessen the appeal of the asset class,” he noted.
The revised rules also redefine public shareholders to promote broader ownership and strengthen governance. Investors with vested interests or influence — including sponsors, promoters, affiliates, and key officers — are excluded from the public float count.
Public shareholders are defined as those without “substantial influence,” which the SEC considers as direct or indirect ownership of 10% or more of REIT shares. The exclusion also covers investors with less than 10% ownership who can influence management or operations, including immediate family members of directors, officers, or principal shareholders living in the same household.
Separately, the SEC issued another memorandum extending discounted filing fees for micro, small, and medium enterprises (MSMEs).
SEC MC No. 2, Series of 2026 extended the 20% discount on corporate registration fees for MSMEs until March 31, from Dec. 31, 2025.
The 50% discount on securities registration fees for MSMEs tapping the capital market, under SEC MC No. 8 of 2025, remains effective until June 30, 2026.
MSMEs are classified under Republic Act No. 9501, or the Magna Carta for MSMEs, based on asset size: up to P3 million for micro enterprises, up to P15 million for small enterprises, and up to P100 million for medium enterprises.
For capital stock increases and securities registration filings, applicant firms must submit a signed certification from the president or treasurer confirming MSME qualification, excluding the value of land on which offices, plants, and equipment are located.
“Except for agribusiness corporations filing for the registration of securities pursuant to SEC MC No. 8, s. 2023 (SEC FARMS), an applicant must have a paid-up capital of P25 million,” the memorandum said.
