REIT Management Services Licence

REIT management licensing: company, licence and scheme are separate

A Real Estate Investment Trust (REIT) Management Company, or RMC, is a regulated public limited company authorised by the Securities and Exchange Commission of Pakistan (SECP) to manage REIT schemes. It is not merely a property developer, broker, investment club or ordinary incorporated company. The manager's authorisation and the registration of each investment scheme are distinct regulatory events. A developer may own a project, and an investor may hold REIT units, without either being authorised to manage a scheme.

For a new manager, the sequence ordinarily begins with an application under rule 4 of the Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003 for permission to form an NBFC, followed by incorporation, then a rule 5 Form II operating-licence application. Once licensed, the RMC must establish a compliant trust, appoint an eligible trustee and satisfy scheme-specific registration requirements before raising money through that scheme. The public offer and listing of REIT units involve further requirements; scheme registration alone is not approval of a public prospectus.

The operative scheme framework reviewed for this guide is the Real Estate Investment Trust Regulations, 2022, consolidated through 1 January 2026 ↗, including the amendments made by S.R.O. 2(I)/2026. SECP's older RMC licensing webpage still refers to the Companies Ordinance, 1984 and the REIT Regulations, 2015. Those references should not be treated as a current substitute for the 2022 regulations, the NBFC Rules and the Companies Act, 2017.

Who may establish and operate an RMC?

Legal form and capital. An RMC must be an incorporated public limited company licensed for REIT management services. Regulation 3(2) of the REIT Regulations, 2022 requires at least PKR 50 million paid-up capital before the licence application, supported by an auditor's certificate or audited financial statements no older than eight months; the RMC must maintain that capital. This is a manager-level requirement, not the capital committed to a particular REIT project or the price of an SECP application.

Promoters, owners and management. Regulation 3(1) applies Schedule VIII fit-and-proper criteria to promoters, major shareholders, directors and key executives. The SECP's May 2025 RMC checklist asks for an at-least-three-member board, independent directors amounting to one-third of the board, at least one female director, relevant senior management experience, qualification evidence and active-taxpayer status. It also requests the proposed CEO's relevant projects and work history. Treat the checklist as a filing standard and reconcile each governance requirement with the applicable NBFC Rules, corporate law and any SECP dispensation for the applicant's precise circumstances.

Existing licensed NBFCs. An existing fund-management NBFC contemplating an additional REIT licence must first establish its eligibility for the proposed combination and obtain the relevant SECP permission; it cannot assume its existing licence automatically covers REIT management. Rule 5(2) separates fund-management and lending-NBFC business categories. An ordinary property company or a lending NBFC cannot simply rebrand itself as an RMC without satisfying that framework.

Foreign and institutional sponsors. Corporate promoters must disclose their ownership chain, ultimate beneficial owners, financial standing and material regulatory history. The checklist provides additional evidence routes for foreign directors and sponsors, including appropriate passport authentication, bank reputation evidence and embassy or apostille documentation as applicable. The May 2025 checklist also refers to security clearance for foreign directors or a foreign CEO at the licensing stage. The specific clearance position should be confirmed against later applicable SECP circulars and the facts of the applicant; it is not an unconditional ban on foreign participation.

Prepare the formation and licensing files separately

Formation permission (Form I). Reserve the proposed company name through SECP eZfile, then prepare the rule 4 application to SECP's Licensing Department. The SECP RMC formation and licence checklist (May 2025) ↗ calls for the name-availability letter and explanation, draft memorandum and articles, original fee challan, fit-and-proper affidavits, detailed three-year cash-flow projections, capital and staffing budgets, a description of intended schemes, and sponsors' net-worth evidence. Each sponsor's net-worth certificate should be supported by the relevant authenticated tax wealth statement or the alternative foreign evidence described in the checklist. Keep the proposed name identical across the reservation, challan and application.

People and ownership evidence. Prepare identity documents, CVs, academic credentials, senior-management and project experience, board composition, independent-director particulars, taxpayer status and disclosures of other appointments, connected interests, defaults, litigation and regulatory inquiries. The checklist requires additional financial statements, beneficial-ownership particulars and regulatory-history disclosures for body-corporate sponsors. Government-servant directors and public-sector sponsors may require specific NOCs or competent-authority approvals. Foreign documents may require apostille or consular authentication according to the country and document.

Licence (Form II). Following incorporation, provide the incorporation particulars, authorised and paid-up capital, ownership and controlling persons, directors and other licensed activities, the PKR 50 million capital evidence, auditor's certificate and evidence of receipt of subscription funds. Include any updated business plan, relevant directors' experience, required undertakings, CDC blocked-share arrangements and fit-and-proper affidavits. The checklist's Annexure C contains a stray reference to the 2015 REIT regulations; use the operative Schedule VIII of the 2022 regulations when checking fit-and-proper particulars.

Scheme file is different. For a specific REIT scheme, regulation 6(1)(ix) calls for the registered trust deed, prescribed fee challan, number of units, Schedule IV-A information memorandum, Schedule VI valuation report, any SPV agreement, latest audited RMC accounts and the specified undertaking. The trustee must receive the corresponding information. Property title, planning permission and transfer evidence depend on the land and the relevant province or territory; they cannot be replaced by an RMC licence.

Application procedure: from promoter to registered REIT scheme

1. 01
   Classify the business and scheme strategy

   Decide whether the applicant will establish a new RMC or seek an additional licence for an existing eligible fund-management NBFC. Distinguish developmental, rental, investment-based and hybrid schemes. Identify direct ownership or an SPV structure, anticipated investor class, proposed assets, trustee, financing and public-offer strategy. Do not use a scheme-level plan to bypass manager-level licensing.

2. 02
   Reserve the company name and assemble Form I

   Use SECP's company-formation guidance ↗ and eZfile for name reservation. Submit the rule 4 Form I application and the May 2025 RMC checklist evidence to the Licensing Department, with the PKR 250,000 non-refundable formation-permission fee specified in Schedule III of the 2022 regulations. Confirm the live challan and filing channel before payment.

3. 03
   Obtain written permission and incorporate

   SECP assesses promoter eligibility and may seek clarifications or further evidence. Rule 4(3) makes formation permission valid for six months, with a possible extension of up to three further months in special circumstances if applied for before the initial period expires. Incorporate and apply for the operating licence within the permission period; the six months are not a promised SECP processing time.

4. 04
   Capitalise the RMC and file Form II

   Provide the Form II licence application, auditor-certified capital evidence, proof of subscription funds, directors' particulars, updated plan and undertakings. The prescribed RMC licence application fee is PKR 1,000,000 under Schedule III. Check any conditional foreign-person clearances and CDC share-blocking requirements before submission. Do not commence REIT management merely because incorporation has occurred.

5. 05
   Constitute the trust and engage independent functions

   Appoint an eligible SECP-registered trustee, settle the Schedule I-form trust deed and register it under the trust law applicable where registration is undertaken. Obtain property valuation, title and encumbrance due diligence, relevant project permissions, and any Shariah compliance certificate if the scheme is presented as Shariah-compliant. If an SPV is used, regulation 4 generally requires the REIT scheme to hold at least 75% of the SPV's share capital, subject to the applicable structural conditions.

6. 06
   Register the scheme and account for investors' funds

   Submit the regulation 6 scheme-registration file and the separate PKR 500,000 launch fee under Schedule III. Following registration, observe the applicable accredited-investor information and reporting requirements. Regulation 6 requires a report to SECP and the trustee within 15 days of issuance of units to accredited investors, and subscription money must be held in an account in the trustee's name.

7. 07
   Transfer assets, then prepare the public offer

   Regulation 8 provides an initial 120-day period from scheme registration for transfer of real estate or SPV shares to the trustee on behalf of the scheme, with a conditional extension framework up to 360 days and advance notifications. Regulation 7 requires public-offer and listing approvals separately. Ordinary rental and investment-based schemes generally face a one-year listing period from asset transfer; developmental and developmental-component hybrid schemes generally face three years, subject to transitional rules and SECP conditions.

8. 08
   Operate, disclose and renew compliantly

   Maintain capital, fit-and-proper standing, trustee oversight, valuations, unit-holder disclosures, financial accounts and scheme monitoring fees. Monitor the licensing renewal route and any SECP directions. Keep a complete filing and correspondence record; neither a manager licence nor scheme registration is a guarantee of project, tax or listing approval.

Primary procedure: NBFC Rules 2003, rules 3–5 ↗; SECP May 2025 RMC checklist ↗; REIT Regulations 2022, regulations 3–8 and Schedule III ↗.

Fees, statutory periods and continuing duties

Regulator fees are distinct. Schedule III of the 2022 regulations prescribes PKR 250,000 for permission to form an RMC, PKR 1,000,000 for its management-licence application, nil for a licence-renewal application and PKR 500,000 to launch each REIT scheme. Ordinary company-incorporation fees, stamp duties, trust registration, valuation, exchange listing and professional expenses are separate and depend on the transaction. Do not treat paid-up capital as an SECP fee.

Scheme monitoring fees. Schedule III provides annual rates calculated on average fund size: 0.20% for developmental, 0.10% for rental, 0.10% for investment-based and 0.15% for hybrid schemes. It caps the annual fee at PKR 25 million except in the first year. The January 2026 amendments added a quarterly average-fund-size formula; regulation 31 requires the quarterly monitoring fee within 15 days after each quarter. Check the category, fund-size calculation and any later notified variation for the actual scheme.

Governance and reporting. Maintain the manager's PKR 50 million paid-up capital, fit-and-proper disclosures, independent trustee arrangements, asset valuation and accurate scheme accounts. RMCs must observe the regulations' restrictions on related-party dealings, borrowing, investor communications and use of subscription money. Material changes in ownership, management, trust arrangements or scheme terms may require consent, notification or a unit-holder resolution rather than a unilateral board decision.

Provincial and territorial requirements. The REIT scheme may involve real estate in Pakistan, including Gilgit-Baltistan, but land-title verification, mutation or registration, stamp duty, trust registration, zoning, building approvals and development permissions follow the applicable local legal regime. A property in Punjab, Sindh, Khyber Pakhtunkhwa, Balochistan, Islamabad or Gilgit-Baltistan may involve different land and planning authorities. Obtain local searches and approvals before committing assets or promising a transfer date.

Draft versus enacted law. S.R.O. 2(I)/2026, reflected in the SECP consolidation updated to 1 January 2026, is enacted. SECP separately published draft amendments on 28 August 2026; these remain consultation proposals unless and until a final instrument is notified. The official SECP draft register ↗ and enacted regulations register ↗ should be checked for subsequent notifications. No later final REIT amendment replacing the January 2026 consolidation was established from the official materials examined for this revision.

Governing legislation and official filing sources

The manager is subject to the Companies Act, 2017, the Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003, and the Real Estate Investment Trust Regulations, 2022 as amended. The scheme must additionally comply with the relevant trust law, applicable property and planning law, and, when publicly offered or listed, the securities offering and exchange requirements.

Regulatory charges and procedural requirements should be checked against the official instruments and the filing challan at the time of the actual application. A consultation proposal is not operative legislation.

How Chambers can assist

Chambers can review the legal route, identify regulatory constraints, prepare or review the supporting corporate and legal documents, manage the prescribed submission and correspond with the competent authority where instructed. The scope of the engagement will be determined by the applicant’s particular circumstances.

For an initial enquiry, identify the proposed activity, applicant entity and current stage, and provide the available documents indicated above. Please avoid sending confidential or identity-sensitive records through an unencrypted first contact.