By Alexandria Grace C. Magno
According to analysts, the Securities and Exchange Commission's (SEC) amendments to real estate investment trust (REIT) rules in 2026 could encourage more listings by expanding eligible properties and making capital recycling easier.
F. “For existing listed REITs, this provides a clear regulatory foundation to diversify future asset investments beyond traditional office or retail properties, supporting portfolio flexibility,” Marky Karunungan, investment analyst at Yap Securities, said in a Viber message.
“For potential issuers, the amendments make REITs a more practical capital-recycling tool, allowing companies to unlock value from stable assets while maintaining operational control. These changes should support a deeper and more active REIT capital market over time,” he said.
In a statement on Friday, the SEC said the amendments are aligned with the objectives of the REIT Act by expanding the eligible income-generating assets and allowing unlisted special purpose vehicles (SPVs) and incorporated joint ventures (JVs) in line with global practices.
Under SEC Memorandum Circular (MC) No. 1, Series of 2026, REITs can directly or indirectly own income generating real estate. For indirect ownership, a REIT can hold shares in an unlisted SPV formed primarily to own real estate, provided it holds at least two-thirds of the voting stock of the SPV, including the incorporated JV.
Juan Paolo E. Collet, managing director of China Bank Capital Corp., said the amendments address key regulatory hurdles related to eligible assets, reinvestment of earnings and indirect asset ownership.
“A key change is the expansion and diversification of real estate that can be packaged into REITs, such as airports, toll roads, telco towers, broadband fiber networks and data centers,” Mr. Collett said in a Viber message.
“With these revisions as well as another interest rate cut, we expect renewed preparation for REIT IPOs and the launch of such offerings from this year onwards,” he said.
The amended rules further clarify that income generating real estate includes assets with regular or predictable cash flows such as leases, rents, tolls, user fees, ticket sales, parking and storage charges. Assets covered include toll roads, railways, airports, ports, information and communication technology and energy infrastructure, data centres, parking facilities, malls, warehouses, fixtures and real rights such as consumables, amenities and leases.
There are currently eight listed REITs in the Philippines across the office, hotel, mall, land, renewable energy and infrastructure sectors.
These include AREIT, Inc., DDMP REIT, Inc., Filinvest REIT Corp., RL Commercial REIT, Inc., mREIT, Inc., VistaREIT, Inc., Citycore Energy REIT Corp. and Premier Island Power REIT Corp. Are included.
In a Viber message, AP Securities, Inc. Equity research analyst Shawn Ray R. Atienza said the broader property scope could broaden the REIT market beyond traditional property developers.
“This could entice select groups and telecom companies interested in recycling capital to finance more infrastructure projects,” he said.
Mr Karunungan said infrastructure-related assets such as data centers and telecommunications facilities now have a clear path to REIT structures, provided the income requirements and ownership arrangements comply with regulations.
“In this context, assets such as PLDT Inc.'s Vitro data center portfolio may be structurally suitable for a REIT platform as part of broader capital-recycling strategies,” he said.
The SEC has increased the reinvestment period for REIT sponsors or promoters from one to two years, starting from the receipt of income received by the REIT from the sale of REIT shares or income-producing real estate.
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 the distributable income to the REIT and other shareholders before the REIT pays dividends. Failure to comply will be considered a violation of the REIT's 90% dividend payout requirement.
Mr Atienza said the longer reinvestment window could support more REIT listings by reducing the pressure on sponsors to immediately redeploy capital.
“However, the downside is a potential delay in dividend growth which could reduce the appeal of the asset class,” he said.
The amended rules also redefine public shareholders to promote broader ownership and strengthen governance. Investors with vested interests or influence – including sponsors, promoters, affiliates and key executives – are excluded from the public float calculation.
Public shareholders are defined as those without “substantial influence”, which the SEC considers direct or indirect ownership of 10% or more of the REIT's shares. This exclusion also includes investors with less than 10% ownership who can influence management or operations, including directors, officers or immediate family members of major shareholders who live in the same household.
Separately, the SEC issued another memorandum extending concessional filing fees to micro, small and medium enterprises (MSMEs).
SEC MC No. 2, Series of 2026 extended 20% rebate on corporate registration fees for MSMEs from December 31, 2025 to March 31.
50% rebate on securities registration fees for MSMEs tapping capital markets under SEC MC No. 8 of 2025 will be effective till June 30, 2026.
MSMEs are classified under Republic Act No. 9501 or 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 increase in capital stock and securities registration filing, applicant firms must submit a signed certification from the President or Treasurer confirming MSME eligibility, not including the value of the land on which the offices, plant and equipment are located.
“Except for agribusiness corporations applying for registration of securities pursuant to SEC MC No. 8, S. 2023 (SEC Forms), the applicant must have a paid-up capital of P25 million,” the memorandum said.