Procedure for Registration of Real Estate Investment Trusts (REIT) with SEBI

Ronak Sharma

Ronak Sharma

Published on: Apr 1, 2026

Priya Gandhi

Updated on: Apr 1, 2026

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17

Introduction

Real Estate Investment Trust (REIT) means a person that pools Rs. 50 crores or more for the purpose of issuing units, to at least 200 investors, so as to acquire and manage real estate asset(s) or property(ies), that would entitle such investors, to receive the income generated therefrom without giving them the day-to-day control over the management and operation of such real estate asset(s) or property(ies).

The procedure for registration of a Real Estate Investment Trust (REIT) with the Securities and Exchange Board of India (SEBI) is primarily governed by the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014.

Applicable Provisions

1. Regulation 3, 4, 5, 6, 7 of SEBI (Real Estate Investment Trusts) Regulations, 2014
2. Chapter I of Master Circular for Real Estate Investment Trusts (REITs)

Mandatory Requirements

1. Trust must be formed by a registered trust deed in India
2. Sponsor, manager and trustee must be separate entities
3. Each sponsor must hold at least 5% units post-offer
4. Sponsors must have:
   • Minimum NW of Rs. 100 crores collectively and each sponsor must have minimum NW of Rs. 20 crores
   • At least 5 years experience in real estate/ fund management
5. Developer sponsor must have completed at least 2 projects
6. Manager must:
   • Have minimum Rs. 10 crore NW/ assets
   • Have at least 5 years experience
   • Have at least 2 experienced key personnel
   • At least 50% of manager’s board must be independent directors
   • Enter into agreement with trustee
7. Trustee must be independent of sponsor and manager, and have adequate infrastructure and personnel
8. No Unitholder of REIT enjoys superior voting or any other rights over another unitholder and there are no multiple classes of units (except subordinate units for sponsors)
9. REIT and related parties must be fit and proper persons and ensure
   • Past certificate application rejection (if any)
   • Any disciplinary action by regulators against REIT or its officials.

Procedure for Registration

1. Formation of REIT as a Trust:
   The REIT is first established as a trust under the Indian Trusts Act, 1882. A trust deed is executed and registered, which defines the objectives, powers, and functioning of the REIT.
2. Appointment of Key Parties:
   The REIT must appoint essential entities:
   • Sponsor(s): Set up the REIT and contribute initial assets
   • Investment Manager: Responsible for managing investments and operations
   • Trustee: Holds assets on behalf of unit holders and ensures compliance.
3. Filing of Application Form:
   • Important documents which provide full disclosure to regulators and investors are prepared, such as:
     • Trust deed
     • Details of parties
     • Financial statements
     • Valuation and asset reports
     • Business plan and investment strategy
   • Sponsor of Real Estate Investment Trust shall file application, in Form A (Application for Grant of Certificate of Registration), on behalf of trust, through SEBI Intermediary Portal, along with:
     • Supporting documents as mentioned in the Schedule I, and
     • Non-Refundable application fees, as specified in Schedule II.

     Note:

     • Weblink for making application: (https://siportal.sebi.gov.in)
     • User Manual for Registration is available at (https://siportal.sebi.gov.in/intermediary/index.html)
   • Regulatory Authority to Seek Clarifications:
     • SEBI can demand any additional information or clarification it deems necessary.
     • If requested by SEBI, the applicant (or its designated principal officer) must appear before the Board for a personal representation.
     • SEBI can reject the application if it finds grounds to do so. However, the applicant will be given a fair chance to be heard before the rejection is finalized.
     • The rejection decision must be communicated to the applicant within 30 days.
   • Grant of Registration Certificate:
     • Once SEBI is satisfied the applicant is eligible, it will issue the Certificate of Registration in Form B to the applicant.
     • The certificate is valid indefinitely unless it is later suspended or cancelled by SEBI.
   • Key Note Points for Real Estate Investment Trust:
     Real Estate Investment Trust shall:
     • Abide by the Code of Conduct as specified in Schedule VI
     • Pool funds from investors and invest primarily in income-generating real estate assets
     • Distribute a substantial portion (generally at least 90%) of its net income to unit holders
     • Invest mainly in completed and revenue-generating properties to ensure stable returns
     • Be managed by professional managers responsible for asset selection and performance
     • Provide liquidity by listing units on stock exchanges for easy buying and selling
     • Maintain transparency through regular disclosures, audits, and property valuations.

Abbreviations Used

1. SEBI: Securities and Exchange Board of India
2. REIT: Real Estate Investment Trust
3. LLP: Limited Liability Partnerships
4. NW: Net worth

Important Links

• https://www.sebi.gov.in/index.html
• https://siportal.sebi.gov.in/intermediary/index.html
• https://www.sebi.gov.in/sebi_data/faqfiles/sep-2024/1726134688455.pdf