Real Estate Transactions Law and Regulatory Framework & Cross Border Considerations in Sri Lanka

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1 Real Estate Transactions Law and Regulatory Framework & Cross Border Considerations in Sri Lanka J O H N W I L S O N, J O H N W I L S O N PA R T N E R S, AT T O R N E Y S - AT- L AW & N O TA R I E S P U B L I C, 3 6 5, D AM S T R E E T, C O L O M B O 1 2, S R I L A N K A. H T T P : / / W W W. S R I L A N K A L AW. C O M

2 Property Tenure Ownership in Sri Lanka There are two types of property tenure in Sri Lanka Freehold Private land (non-state) State Land Leasehold Private land (non-state) State Land

3 Restrictions on Freehold Private Land Up to 1963: No restriction on or taxation of acquisition of ownership of private land by a foreign individual/foreign company. From : Acquisition of land by a foreign individual/foreign company was permitted but a 00% tax was payable. (i.e. a tax equivalent to the value of the property). If a company incorporated in Sri Lanka purchased land, even if 100% of the shares of that company were owned by foreigners, the company was not liable to pay the tax. From : The imposition of the 100% tax was stopped by the Finance Act no. 11 of From 2004 to 2013: The 100% transfer tax was reimposed by Finance (Amendment) Act no. 8 of Companies incorporated in Sri Lanka with more than 25% of foreign ownership liable to pay 100% tax. From 2013 October 2014: Complete administrative prohibition imposed on acquisition of land by foreigners, foreign companies and companies incorporated in Sri Lanka (where any foreign shareholding in the company is fifty percent or more). From October 2014: The Land (Restrictions on Alienation) Act

4 Restrictions on Leasehold Private Land Up to January 1, 2013 There was no restriction on or taxation of leases of land in Sri Lanka by foreigners or companies with foreign shareholding. NB: Under and in terms of the Stamp Duty (Special Provisions) Act No. 12 of 2006, stamp duty is payable on instruments of lease. Post January 1, 2013 Restrictions were administratively imposed on the leasing of land - to foreigners, and - any company incorporated in Sri Lanka (where the foreign shareholding is 50% or above) - a foreign company payment of a Land Lease tax of 15% maximum tenure of such lease should not exceed 99 years. From October 2014 these restrictions were enacted into Law

5 Freehold State Land State Lands Ordinance no. 8 of 1947: No express provision prohibiting a disposition of State Land to a foreign individual or to a company which has foreign shareholding. The Ordinance allows disposition of State land to any person. NB: disposition is defined as any transaction of whatever nature affecting land or the title thereto and includes any conveyance, transfer, grant, surrender, exchange, lease or mortgage. Land Development Ordinance no. 19 of 1935: Section 22A - No State land can be alienated (by way of grant/permit) to any person other than a person who is a citizen of Sri Lanka. NB: alienation of land has to be understood by reference to the provisions of the State Land Ordinance. If a matter were brought before Court, the Court would likely uphold an argument that the effect of section 22A of Land Development Ordinance was to prohibit disposition of State lands to foreigners.

6 Leasehold State Land State Land Ordinance: No express provision in the ordinance prohibiting leases of State land to foreign individuals or to companies incorporated in Sri Lanka with a majority of foreign shareholding. There is an argument that the prohibition in section 22A of the Land Development Ordinance applies to foreigners but not companies owned by foreigners. Land Development Ordinance: Leases do not arise. Only alienation or permits to occupy are possible.

7 Annual Budget Proposal for the Year 2013 The sale of State lands to foreigners will be prohibited. Lease of State land to foreigners will be permitted subject to the payment of a 100 percent tax on the lease value determined by the Government Chief Valuer for the entire Lease period, that is payable upfront unless the prescribed investment requirement by way of a foreign remittance is exceeded -President Mahinda Rajapakse-

8 Annual Budget Proposal for the Year 2014 We have formulated laws to protect our land resources from outright transfer to foreign ownership. From this year, foreigners can have access to State and private land only through long term lease arrangements. As infrastructure development has improved the value of all lands, it is necessary to implement a land lease tax structure to protect long term-term value of lands. Hence a 15% upfront tax will be imposed in the event of lease of State or private lands to foreigners. -President Mahinda Rajapakse-

9 Land (Restrictions on Alienation) Act Retrospective effect from 1 st January 2013 The main control mechanisms over the foreign ownership of Sri Lankan real estate. 1. Imposition of a prohibition on the acquisition of ownership of land in Sri Lanka by foreign individuals, foreign companies, and Sri Lankan companies where the foreign holding of shares of such Sri Lankan companies, either directly or indirectly, is 50% or above. 2. Imposition of 99 years maximum lease period for leases of land to foreign individuals, foreign companies, and Sri Lankan companies where the foreign holding of shares of such Sri Lankan companies, either directly or indirectly, is 50% or above. 3. Imposition of a new land lease tax at the rate of 15% as a general rule, or 7.5% in certain circumstances. NB- Exemptions and provision for a 25% price discount on purchase or lease of State Land for development projects by Sri Lankan citizens and Sri Lankan companies with more than 50% local shareholding.

10 Restriction on Transfer of Land The transfer of title of any land situated in Sri Lanka is prohibited if such transfer is (section 2): 1. to a foreigner; or 2. to a company incorporated in Sri Lanka where any foreign shareholding in such company, either direct or indirect, is fifty per cent or above; or 3. to a foreign company

11 Exceptions to Section 2 Seven exceptions in respect of which the prohibition will not be applicable (section 3): 1. Land transfer to a diplomatic mission/multilateral or bilateral organization recognized in terms of that Act; 2. Transfer of a condominium parcel situated on or above the fourth floor (provided that the entire value is paid upfront); 3. Any land the title of which is transferred to a foreign investor consequent to a decision of the Cabinet of Ministers taken prior to 1 st January, 2013;

12 Cont. 4. Any land the title of which is transferred by intestacy, gift or testamentary disposition to a next of kin (who is a foreigner) of the owner of such land, in accordance with the applicable law of succession of Sri Lanka; 5. Any land the title of which is transferred to a dual citizen of Sri Lanka; 6. Any land the title of which is transferred to any licensed bank, in which any foreign shareholding is 50% or above - i. at an auction conducted by such Bank in the terms of the Recovery of Loans by Banks (Special Provisions) Act, no. 4 of 1990 or Mortgage Act ii. in execution of a decree of court to enforce the recovery of a loan given by such bank.

13 Cont. 7. Any land the title of which is transferred to any Finance Leasing Institution in which any foreign shareholding is 50% or above i. where such land has been mortgaged to such Institution as a security for a lease; ii. in order to execute a lease and an agreement to sell or a loan and an agreement to sell; iii. in execution of a decree of court to enforce the recovery of a loan given by such Institution. 8. Any land the title of which was transferred to a company, incorporated in Sri Lanka where any foreign shareholding in such company is 50% (direct/indirect holding) or above, during the period commencing from 1 st January, 2013 and ending on the date on which the certificate of the speaker is endorsed, provided such company had been in active operation in Sri Lanka for a period of not less than 10 consecutive years prior to the date of transfer of such land.

14 Cont. The new law also provides the Minister in charge of the subject of land to provide exemptions for foreign entities involved in the following areas of investment, by making regulations under the Act: banking and finance insurance maritime aviation advanced technology Strategic Development Projects in terms of the Strategic Development Projects Act, no. 14 of 2008 companies engaged in international commercial operations to locate or relocate global or regional operations or set up branch office in Sri Lanka.

15 Imposition of Land Lease Tax Land Lease tax at the rate of 15% in respect of a lease of land by: 1. a foreigner 2. to a company incorporated in Sri Lanka where any foreign shareholding in such company, either direct or indirect, is fifty per cent or above; or 3. to a foreign company

16 Concessionary rate of 7.5% in respect of: 1. A company incorporated in Sri Lanka, where any foreign shareholding in such company, either direct or indirect, is 50% or above and has been in active operation in Sri Lanka for a consecutive period not less than 10 years prior to the date of the lease. 2. A subsidiary of a holding company incorporated in Sri Lanka in which the shareholding of the holding company in such subsidiary is 50% or above and any foreign shareholding in the holding company is 50% or above, provide that such holding company has been operating in Sri Lanka for a consecutive period of not less than 10 consecutive years immediately prior to the date of the indenture of lease. 3. Condominium units situated on or above the fourth floor if the period of lease is less than 35 years. 4. Condominium units situated below the fourth floor. 5. A lease of land situated in a Board of Investment licensed zone, tourist development areas and industrial estate or in an area declared by the Minister qualifies for the concessionary rate of 7.5%.

17 Five exceptions in respect of which the Land Lease Tax will not be applicable: 1. lease of land to a diplomatic mission or to an International, Multilateral or Bilateral Organization recognized in terms of that Act; 2. lease of a condominium parcel situated on or above the fourth floor where the period of lease is 35 years or above and the full lease rental is paid upfront on or before the execution of the indenture of lease; 3. any land leased to a dual citizen of Sri Lanka; 4. any land leased to a foreign investor in consequent to a decision of the Cabinet of Ministers taken prior to 1 st January, 2013; 5. any land situated within a Bonded Area or a Free Port declared under the Finance Act No. 12 of 2012.

18 Salient Provisions: Section 2(2)(a): In order to maintain the legal validity of a transfer of land to a company incorporated in Sri Lanka under the Companies Act, with less than 50% of foreign shareholding at the time of the transfer, the new law requires that the foreign shareholding of such company must remain less than 50% for a minimum period of 20 years from the date of such transfer. Section 2(2)(b): If the foreign shareholding of such company reaches or exceeds 50% consequent to a change of ownership of shares directly or indirectly or by the death of a shareholder of such company and the shares of deceased shareholder devolve on his/her next of kin who is a foreigner, such land transfer will be void and will have no effect in law with effect from the date of increase of the foreign shareholding as per the new law. If an (unlisted) company takes steps to reduce its foreign shareholding to less than 50%, within a period of 6 months from the date of the increase of its foreign shareholding, the transfer of land referred to above shall be deemed to be legally valid, with effect from the date of restoration of the percentage of the foreign shareholding of such company to a percentage which is less than 50%.

19 Do I have to rethink my investment projects involving acquisition of ownership of land in Sri Lanka now? What options do I have to avoid the new restrictive law? Or can I at all since this is national policy?

20 Long Term Options? 99 year leases? Usufruct?

21 Any option for Absolute Ownership? Jus superficium Corporate structures

22 Talk of a Proposed Amendment?

23 Acquiring Immovable Property in Sri Lanka the steps Obtaining the relevant documents (non-vesting certificate, certificate of ownership, street line certificate etc.) Title Search Obtaining Market Value from relevant Provincial Department of Revenue Signing/execution of the deed Notarial attestation Payment of Stamp Duty Registration of Deed at the relevant Land Registry Registration of buyer at the Municipal Council and obtaining certificate of ownership for buyer

24 Practical Problems is it really all that easy?

25 Practical Problems Explained. Land Registry searches Generally a system of registration of deeds Good notarial practice - find a root of title sellers do not have all deeds, plans and muniments of title available Difficulty in recommending good title Practice is to trace back chain of title to 30 years Dangers of co-ownership Practical issues at the Land Registries

26 Foreign Investment in Sri Lanka Exchange Control Category of investment Issue and transfer of shares can shares be issued or transferred to a non-resident? (Gazette Extraordinary of April 19, 2002) Funds to be remitted through a SIA

27 Thank You!

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