Law On Regulated Real Estate Companies (1)

Original Language Title: Loi relative aux sociétés immobilières réglementées (1)

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Read the untranslated law here: http://www.ejustice.just.fgov.be/cgi/article_body.pl?numac=2014003264&caller=list&article_lang=F&row_id=600&numero=667&pub_date=2014-06-30&dt=LOI&language=fr&fr=f&choix1=ET&choix2=ET&fromtab=+moftxt&trier=publication&sql=dt+=+'LOI'&tri=pd+AS+RANK+

Posted the: 2014-06-30 Numac: 2014003264 SERVICE PUBLIC FÉDÉRAL ÉCONOMIE, P.M.E., CLASSES averages and energy, FEDERAL PUBLIC SERVICE JUSTICE and SERVICE PUBLIC FÉDÉRAL FINANCES may 12, 2014. -Law on regulated real estate companies (1) PHILIPPE, King of the Belgians, to all, present and to come, hi.
The Chambers have adopted and we endorse the following: title I:. -Provisions General Article 1.
This Act regulates a matter referred to in articles 77 and 78 of the Constitution.
S. 2. for the purposes of this Act and the orders and regulations for its execution, means: 1 ° by "regulated real estate company": i. a corporation incorporated for an indefinite period;
II. the business of which is referred to in article 4; and iii. which is licensed as such by the FSMA;
2 ° "public regulated real estate company" (abbreviated "Pros"): a regulated real estate company whose shares are listed on a regulated market and which collects its financial resources, in Belgium or abroad, through a public offering of shares.
3 ° by "institutional regulated real estate company" (abbreviated "SIRI"): a real estate company regulated, which is located under the control exclusive or joint a regulated public real estate company, which collects its financial resources, in Belgium or abroad, exclusively from eligible investors acting on their own behalf, and whose titles cannot be acquired by such investors;
4 ° real estate company: the company under Belgian law or foreign whose main corporate purpose is the construction, acquisition, management, development or sale, and rental of real estate for its own account, or the holding of shares in companies having a similar purpose;
5 ° goods real estate: i. buildings as defined in article 517 et seq. of the civil Code and real rights on real property, excluding nature forest, agricultural or mining buildings;
II. shares or shares with right to vote issued by real estate companies, controlled exclusively or jointly by the pros concerned;
III. the option on real estate property rights;
IV. actions of pros or SIRI, in condition in the latter case that a control joint or exclusive is exercised on it by the relevant pros;
v. the rights arising out of contracts giving one or more property in leasing the SIR or conferring with other similar use rights;
VI. public sicafi actions;
VII. the units of foreign real estate funds included in the list referred to in article 260 of the Act of April 19, 2014;
VIII. the units of real estate funds established in another European economic area Member State and not enrolled in the list referred to in article 260 of the Act of April 19, 2014, insofar as they are subject to an equivalent to the one applicable to the sicafi control public;
IX. the shares or units issued by (i) companies with legal personality; (ii) under European law of another EEA Member State; (iii) whose shares are listed on a regulated market and/or which are subject to prudential control; (iv) who have engaged the acquisition or the construction of buildings with a view to making available to users, or the direct or indirect holding of participations in companies whose activity is similar; and (v) which are exempted from tax on income in respect to profits from the activity referred in (iv) above subject to constraints, at least in the legal distribution of part of their obligation back to their shareholders (hereinafter the "Real Estate Investment Trusts", abbreviated "REIT's");
x. real estate certificates referred to in article 5, § 4 of the law of 16 June 2006;
6 ° setting of buildings at the disposal of a user by a SIR: the granting by a SIR for rights to the user of a building under a contract of lease, usufruct, emphyteutic, area or any other agreement conferring a right of occupation or making available, directly or by a wholly owned subsidiary in accordance with the provisions of this Act and the orders and regulations for its implementation;
7 ° leasing: leasing, as referred to in the standards IFRS;
8 ° securities: securities as defined in article 2, 31 ° of the law of 2 August 2002;
9 ° allowed hedging instruments: financial instruments referred to in article 2, 1 °, d) of the Act of 2 August 2002, exclusively to hedge the risk of interest and exchange rates in connection with the financing and management of the real estate of the SIR;
10 ° public property investment Fund (abbreviated "public sicafi"): the mutual fund alternative under Belgian law referred to sections 193 and 195 of the Act of April 19, 2014, of which the sole object is the collective investment in the category of authorized investments referred to in article 183, paragraph 1, 3 ° of the law of April 19, 2014;
11 ° institutional property investment Fund (abbreviated "institutional sicafi"): the mutual fund alternative under Belgian law referred to in articles 286 and 288 of the Act of April 19, 2014, of which the sole object is the collective investment in the category of authorized investments referred to in article 183, paragraph 1, 3 ° of the law of April 19, 2014;
12 ° expert: the real estate experts nominated by the SIR under article 24;
13 ° promoters of the pros: subject to section 22, the people who control exclusively or jointly the pros or control exclusively or jointly the moral person-Manager of the pros that have adopted the form of a Société en commandite par actions;
14 ° control: control as defined in articles 5 et seq. of the Code of corporations;
15 ° joint control: the control joint as defined in article 9 of the Code of corporations.
16 ° exclusive control: exclusive control as defined in article 8 of the Code of corporations.
17 ° person acting in concert: the person acting in concert, such as defined in article 3, § 1, 13 ° of the law of 2 May 2007;
18 ° subsidiary: the subsidiary, as defined in article 6, 2 ° of the companies Code;
19 common subsidiary °: common, such subsidiary as defined in article 9, paragraph 2, of the Code of corporations;
20 ° related persons: persons referred to article 11 of the Code of corporations.
21 ° participation: such participation as defined in article 13 of the Code of corporations.
22 ° companies with whom a relationship of participation: the companies referred to in article 14 of the Code of corporations.
23 ° net per share value: value obtained by dividing the net assets consolidated the SIR, after deduction of minority interests, or, in the absence of consolidation, net assets at the statutory level by the number of shares issued by the SIR, deduction of own shares, where appropriate at the level consolidated;
24 ° standards IFRS: international accounting standards approved by the European Commission in application of article 3 of Regulation (EC) No 1606/2002. and 25 ° by "regulated market": any market regulated, Belgian or foreign, referred to in article 2, 3 °, 5 ° and 6 °, of the law of 2 August 2002;
26 ° by 'public offer': any public offer within the meaning of the law of 16 June 2006;
27 ° by "eligible investor": any investor eligible within the meaning of article 3, 31 ° of the law of April 19, 2014;
28 ° by "close links": a) a situation in which there is a link for participation; or (b) a situation in which companies are companies related. (or c) a similar relationship as the litterae a) and b) above between a natural person and a legal entity;
29 ° "multilateral trading (Multilateral trading facility - MTF) system": a multilateral system, operated by an investment firm, a credit institution or a company of market, which ensures the meeting in its midst and in accordance with non-discretionary rules of multiple interest buyers and sellers expressed by third parties for financial instruments, in a way that leads to the conclusion of contracts in accordance with the provisions of Chapter 2 of the law of 2 August 2002 or title (II) of Directive 2004/39/EC;
30 ° "independent control function": the internal audit function, the compliance function and the function of risk management;
31 ° by "FSMA": the authority of financial markets and services referred to in article 44 of the law of 2 August 2002;
32 ° "NBB": the National Bank of Belgium, referred by the law of 22 February 1998 establishing the Organic Statute of the National Bank of Belgium;
33 ° by "law of 22 July 1953": the Act of 22 July 1953 creating an Institute of the réviseurs d'Entreprises and organizing the public oversight of the profession of Auditor;
34 ° by "law of 2 August 2002": Act of 2 August 2002 on the supervision of the financial sector and financial services;
35 ° by "law of 16 June 2006": Act of 16 June 2006 on public offers of investment instruments and admission of investment instruments to trading on regulated markets;
36 ° by "law of August 3, 2012": Act of August 3, 2012 on certain forms of collective management of investment portfolios;
37 ° by "law of April 25, 2014": the Act of April 25, 2014 the status and control of credit institutions;
38 ° by "law of April 19, 2014": the agencies act of April 19, 2014

hedge funds and their managers;
39 ° by "royal decree of 7 March 2006": the royal decree of 7 March 2006 on loans of securities by certain undertakings for collective investment;
TITLE II. -Provisions relating to regulated public real estate companies art.
3. this title regulates the regime applicable to the regulated public real estate companies.
Chapter I. -Authorized activity art. 4 § 1. The public regulated real estate company engaged exclusively consisting of a) put, directly or through a company in which it holds a participation in accordance with the provisions of this Act and the orders and regulations for its execution, buildings at the disposal of users; (and b), as appropriate and within the limits of article 7 b), hold the real property referred to in article 2, 5 °, vi to x.
Within the framework of the provision of buildings, public lands regulated company may, inter alia, engage in all activities related to the construction, development, renovation, development, acquisition, assignment, management and operation of buildings.
§ 2. Public lands regulated company pursuing a strategy to hold its properties for a long time.
The public regulated real estate company operates in a context of active management, consisting of individual to perform its own development and the day-to-day management agenda of buildings as well as all other activities bringing value added to these same buildings or their users, such as offering complementary services to the provision of the relevant buildings.
For this purpose, the public regulated real estate company: has) operates its own without delegate in any way the exercise to a third party other than a related company, in accordance with articles 19 and 34;
(b) to direct relations with clients and suppliers;
c) has, for the purpose of exercising activities as defined in this article, to operational teams that represent a substantial part of its staff.
The preceding paragraph does not prejudice the Faculty for the regulated public real estate company to resort to external some suppliers benefits tasks related to its activities, provided that responsibility and coordination are actually located within the regulated public real estate company.
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3. The King, by Decree deliberated in the Council of Ministers taken on advice of the FSMA, may adapt, supplement or explain the criteria laid down in paragraph 2, in function of the guidelines and recommendations of the European financial markets authority.
Where appropriate, it shall fix the period within which the regulated public real estate companies must meet the criteria determined in accordance with paragraph 1.
S. 5. the King determines, by order royal took on the advice of the FSMA, whether and to what extent the public regulated real estate company can conclude leasing contracts.
S.
6. the subsidiaries of the company real estate public regulated may, under the following conditions, provide services of real estate management to third parties: 1 ° the subsidiary is owned by the public regulated real estate company concerned in accordance with the provisions of this Act and the orders and regulations for its implementation;
2 ° the subsidiary does not have the status of regulated institutional real estate company and the provision of the services concerned it is permitted under the Act to which it is subject and its statutes;
3 ° the provision of the services concerned is entirely assumed by the subsidiary;
4 ° the result before tax of the subsidiary may not exceed 10% of the consolidated result before taxes and changes in the fair value of buildings and assets and liabilities of the public regulated real estate company;
5 ° the total assets under management may not exceed 10% of the consolidated assets of the public regulated real estate company;
6 ° the services provided do not consist from the real estate or any other activity otherwise prohibited by the Act and the orders and regulations for its implementation;
7 ° liability of the subsidiary concerned is covered by an adequate insurance policy;
8 ° the management activity may relate to assets that were transferred to the third party concerned, or to a company related, by the public regulated real estate company or its affiliates, or on which they have granted them a right area, an emphyteusis, or any other real right, or which have been given to them in finance lease;
9 ° the public regulated real estate company nor its subsidiaries cannot acquire a managed assets, or be given one of the rights referred to in the 8th by the third party concerned or by a corporation related to it;
10 ° the public regulated real estate company adopted a policy for the management of conflict of interest specifically as regards the activities referred to in this article. This policy including outlines the actions the public regulated real estate company adopted to prevent and to resolve conflicts between the management of its real property and the exercise of the activity referred to in this article. This policy is published in the annual financial report.
S. 7. regulated public real estate companies and their subsidiaries can: a) incidental or temporary basis and within the limits and conditions laid down by the King, by order made on the advice of the FSMA, make investments in securities are not real estate within the meaning of this Act and the orders and regulations for its implementation and hold cash unaffected;
(b) hold the properties mentioned in article 2, 5 °, vi to x and the option rights on such assets, provided that the fair value thereof does not exceed 20% of the consolidated assets of the public regulated real estate company.
S. 8. the public regulated real estate company and its subsidiaries may, if their statutes allow, purchase coverage instruments allowed, excluding any speculative operation. These purchases or sales should be part of a policy of financial risk coverage stopped by the regulated public real estate company. The policy of financial risk coverage is published in annual and semi-annual public lands regulated company financial reports.
Sales of coverage prior to maturity instruments must be justified in financial reports annual or biannual, with regard to hedging of financial risk policy referred to in the preceding paragraph.
CHAPTER II. -Access to the activity Section 1st. -Leisure arts.
9 § 1. Any company wishing to operate under the status of regulated public real estate company is required to seek approval to the FSMA for this purpose. § 2. The application for authorisation is accompanied by a dossier meeting the conditions laid down by the FSMA and which establishes that it is meets the conditions laid down by this Act and the orders and regulations for its execution.
The King, by order made on the advice of the FSMA, determines the contents of the folder for approval.
The FSMA may request any additional information necessary for the assessment of the application for approval.
With a view to protect the interests of investors, the FSMA can match the approval of conditions.
§ 3. The FSMA approved the public regulated real estate company which meets the conditions laid down by this law and by orders and regulations for its execution and whose statutes conform to these provisions. It enlists the public regulated real estate company on the list of regulated public real estate companies. Decision on the request for approval within three months of the introduction of a complete dossier.
§ 4. The FSMA establishes annually a list of the regulated public real estate companies, approved under this Act. This list is published annually on its website. Changes to the list between two annual publications, are made public at regular intervals on the website of the FSMA.
S. 10. after its approval, the public regulated real estate company shall immediately send to the FSMA changes to items in the folder for approval.
On the basis of these new elements and any other information which it has knowledge, FSMA shall examine whether the conditions for the approval of the public regulated real estate company are always met.
If the FSMA believes that, in light of these developments, the conditions for approval are more fulfilled, sections 64 and 66 shall apply.
Section 2. -Accreditation requirements A. Constitution and statutes art. 11 § 1. The public regulated real estate company is subject to the Code of corporations insofar as it is not violated by this Act or under.
§ 2. Social capital cannot be less than 1,200,000 euros. It must be fully paid. For the purposes of article 634 of the Code of corporations, the minimum capital means the amount set by this paragraph.
§ 3. Sections 111, 439, 448, 477 and 616 of the Code of corporations are not application.
The King may derogate from article 440 of the Code of corporations.
§ 4. The public regulated real estate company must have the form of a Société anonyme or a Société en commandite par actions.
By way of derogation from article

78 of the Code of corporations, the name of the real estate company regulated public and all documents emanating in contain the words "public regulated real estate company of Belgian law"or "Public SIR under Belgian law" or "Pros under Belgian law" and its name is followed immediately by these words.
§ 5. Its registered office and its central administration must be located in Belgium.
§ 6. It is made for an indefinite period.
S. 12 § 1. The King, by order made on the advice of the FSMA, determines the minimum content of the articles.
Any draft amendment to the statutes of the public regulated real estate company must first be submitted to the FSMA.
§ 2. The FSMA verifies the conformity of the statutes of the public regulated real estate company with the provisions of this Act and the orders and regulations for its execution. The FSMA shall notify the public regulated real estate company approval or refusal of approval of the amendment in draft.
The FSMA statue within two months of the introduction of a complete dossier.
B. Administration art. 13. the Board of Directors of the pros or, where appropriate, that of the Manager legal person of the pros that have adopted the form of a Société en commandite par actions, is composed to ensure management meets the requirements of article 4. The Board of directors includes at least three independent members within the meaning of article 526ter of the companies Code.
Where the pros takes the form of a Société en commandite par actions administered by a corporate Manager, compliance with the criteria of article 526ter of the companies Code is assessed also as if the independent member of the Board of Directors of the body corporate Manager was himself administrator of the pros.
S.
14 § 1. Members of the legal governing body of the regulated public real estate companies, the persons responsible for the effective management and officials of the independent control functions, are exclusively of natural persons.
The persons referred to in paragraph 1 must have permanently the professional repute and expertise appropriate to the exercise of their functions.
§ 2. Paragraph 1 does not prejudice the possibility for the public regulated real estate company having adopted the form of a Société en commandite par actions to appoint as Manager a legal person.
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3. The effective management of the real estate company regulated public should be entrusted to two persons at least.
§ 4. Regulated public real estate companies previously inform the FSMA of the proposal for the appointment of members of the legal governing body, persons responsible for the effective management and heads of independent control functions.
In the context of the information required under paragraph 1, public regulated real estate companies communicate to the FSMA all documents and information to assess if the persons whose appointment is proposed have the required professional repute and expertise appropriate to the exercise of their function in accordance with the § 1, paragraph 2.
Paragraph 1 is also applicable to the proposal for renewal of the appointment of persons who are covered as well as the non-renewal of appointment, dismissal or resignation.
The appointment of persons to the § 1 is subject to the prior approval of the FSMA.
When it comes to the proposed appointment that is proposed for the first time to a target function in the § 1 in a business controlled by the FSMA in accordance with article 45, § 1, 2 °, of the law of 2 August 2002, the FSMA previously consult the NBB.
The NBB shall communicate its opinion to the FSMA within a period of one week from the receipt of the request for an opinion.
The public regulated real estate companies inform the FSMA for the possible distribution of tasks between members of the legal body of Directors and persons responsible for the effective management, as well as of significant changes in the distribution of tasks.
Significant changes in the distribution of the tasks referred to in the preceding paragraph give rise to the application of paragraphs 1 to 4.
S. 15. the members of the legal governing body of the public regulated real estate company, the persons responsible for the effective management, as well as officials of the independent control functions, can be found in one of the cases referred to in article 20 of the Act of April 25, 2014.
S. 16. the members of the statutory governing body, the persons responsible for the effective management and officials of the independent control functions of the Manager legal person of the real estate company regulated public having adopted the form of Société en commandite par actions, comply with the provisions of articles 14 and 15.
C. Management Structure and Organization art. 17 § 1. For the exercise of activities referred to in article 4, the public regulated real estate company has an own management and administrative, accounting, financial and technical organization structure appropriate to pursue its activities in accordance with article 4.
§ 2. The public regulated real estate company must arrange adequate internal control, whose operation is evaluated at least once per year.
With regard to its administrative and accounting organization, public lands regulated company shall organize a system of internal control which provides a reasonable degree of certainty about the reliability of the financial reporting process, so that, inter alia, annual accounts and semi-annual accounts, as well as the annual report and the semi-annual report, comply with the accounting rules in force.
The King said, by order made on the advice of the FSMA, what there is to be understood by adequate internal control.
§ 3. The public regulated real estate company takes the necessary measures to be able to have an adequate independent internal audit function permanently.
The FSMA may grant derogations from the provisions of the first paragraph, when the regulated public real estate company in question establishes that this requirement is not proportionate and appropriate taking into account the nature, scale and complexity of its activities, without however being able to derogate from the obligation even to have an audit function internal. The FSMA may establish specific conditions on the granting of these derogations.
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4. The public regulated real estate company takes the necessary measures to provide permanently an adequate independent compliance function, intended to ensure compliance by the regulated public real estate company, its directors, its senior managers, its employees and its agents, rules of law relating to the integrity of the activity of public regulated real estate company.
The King said, by order made on the advice of the FSMA, what there is to be understood by adequate independent compliance function. It can determine the cases in which the FSMA may grant derogations from the provisions taken pursuant to this paragraph.
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5. The public regulated real estate company must have a function of an appropriate risk management policy and adequate risk management.
§ 6. The public regulated real estate company is developing a policy of adequate integrity, which is regularly updated.
The public regulated real estate company must be structured and organized so as to restrict to a minimum the risk that conflicts of interest do harm the interests of its shareholders.
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7. Under the supervision of the Board of Directors, the persons responsible for the effective management of public lands regulated company take the necessary measures to ensure compliance with the provisions of paragraphs 1 to 5.
Without prejudice to the provisions of the Code of corporations, the Board of Directors must control at least once a year if the public regulated real estate company shall comply with the provisions of paragraphs 1 to 5 and paragraph 1 of this subsection, and becomes aware of the appropriate measures taken.
The persons responsible for the effective management shall report at least once annually to the governing body, to the FSMA and the approved Commissioner respecting the provisions of the paragraph 1 of this paragraph and on the appropriate measures taken.
This information is transmitted to the FSMA and the Commissioner approved in the manner determined by the FSMA.
§ 8. Authorized Commissioner address in a timely manner to the Governing Council a report on the important issues emerged in the exercise of its statutory mission, and in particular on the serious shortcomings in the financial reporting process.
S. 18. in public regulated real estate companies that have adopted the form of a Société en commandite par actions, the corporate Manager or public lands regulated company itself, on the basis of the adopted management structure, comply with article 17.
S.
19. the pros and its subsidiaries may entrust the management of their portfolio to a related company specializing in property management. It must have an administrative, accounting, financial and technical organization appropriate to the management of real estate of the pros and its subsidiaries and the investment in real estate. Administrators and people who actually provide the effective management

must possess the required professional repute and appropriate experience to perform these functions.
In the event that a subsidiary of the pros which it does not hold the entire capital thus entrusts the management of its real property to a third party referred to in paragraph 1, the management costs must be borne by subsidiary said.
D. close ties to other natural or legal persons art. 20. If there are close links between the public regulated real estate company and other natural or legal persons, these links can hinder the exercise of adequate supervision of the regulated public real estate company.
If the public regulated real estate company has close links with a physical or legal person under European law from a non-EEA State, laws, regulations and administrative provisions applicable to that person or their implementation may not hinder the exercise of adequate supervision of the regulated public real estate company.
E. public offer of shares art. 21. the actions of the public regulated real estate companies are admitted to the negotiations on a Belgian regulated market, at the latest after a period of one year after the inscription on the list referred to in article 9, § 4.
S. 22. persons having the status of promoter at the time of the approval of the pros shall cease to be regarded as proponents within the meaning of this Act no earlier than three years after the approval of the pros on that list provided that: 1 ° they no longer have control of the pros or the legal person Manager of the pros that have adopted the form of a company limited by shares; and 2 ° the obligations referred to in article 23, §§ 1, 2 and 3, paragraph 1 have been executed.
In case there is more than one sponsor, they must jointly for their obligations under the Act.
S. 23 § 1. Proponents of the pros are strong that the conditions of issuance of any capital increase made by means of a public offer in the three years following the date of the agreement, expressly provide that the capital increase is not carried out and that the amount of subscriptions is reimbursed to policyholders, if the amount of the capital already subscribed, increased by the total amount of the subscriptions collected after the close of the subscription period is less than the amount of own funds by the minimum budget specified in the folder for approval, in accordance with the requirements specified by the King under section 9.
Out the information referred to in paragraph 1 of this paragraph, the prospectus also mentions the commitment of sponsors to reimburse the subscribers, in the case referred to in paragraph 1, the commissions and brokerage fees that they have paid due to the subscription.
§ 2. The prospectus mentions the commitment of the promoters of the pros to reimburse shareholders loads, commissions and fees that they have paid due to the acquisition of shares in the pros, and to reimburse the pros the amount wages paid by it or any of its subsidiaries for services provided by a company with which the pros or a promoter of the pros are linked or have a link of participation When the pros is dissolved and liquidated in the course of the three years following the date of approval.
§ 3. Sponsors are required to ensure, for example through public offers of sale or public subscription, that at least 30% securities conferring the right to vote of the pros are in the hands of the public to continuously and permanently from a period of one year after the approval. Proponents are bound by an obligation of means with regard to the actual subscription of the above-mentioned offers public.
In the event that an offer of sale or a subscription offer is thus made when less than 30% of the securities conferring the right to vote of the pros are prevalent in the public, developers set the price by title of the offers above based on an estimate of the net value per share not older than four months before the start of the show or sale and justify the potential by differences report to it. The FSMA judge the reasonableness of the award.
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4. Without prejudice to § 3, paragraph 1 of the present article, an acquisition of securities conferring the right to vote of the pros by the sponsor or person with which it works together cannot have the effect of lowering below 30% the proportion of securities conferring the right to vote at the hands of the public.
§ 5. For the purposes of §§ 3 and 4 of this article, shall be deemed to be part of the public a person who is not working and has no involvement with the sponsor link.
F. Expert s. 24 § 1. The pros refers to one or more real independent experts responsible for the assessment of real property referred to in article 47.
The expert is not bound or has no involvement with the sponsor link, does not management with functions and has no other connection or relationship with him might affect its independence.
The expert has the necessary professional repute and appropriate experience for real estate assessments and his organization is appropriate to the exercise of the activity of expert.
The remuneration of the expert may not be directly or indirectly linked to the value of the real estate valuation.
§ 2. Without prejudice to paragraphs 2 and 3, the expert is appointed for a renewable term of three years.
An expert may be responsible for the assessment of real property given for a maximum period of three years.
After the expiry of this period of three years, a same expert can carry out the assessment of real property given until after the expiry of a period of three years from the end of the previous term.
Where the expert is a moral person, the rules referred to in paragraphs 2 and 3 of this subsection apply exclusively to natural persons who represent, on the condition that the expert establish that adequate functional independence exists between them.
CHAPTER III. -Exercise activity is.
Securities issued by a public regulated real estate company and operations on capital art.
25. with the exception of the beneficiary shares and similar securities and subject to the provisions of this Act and the orders and regulations made for its enforcement, public lands regulated company may issue the titles referred to in article 460 of the Code of corporations, in accordance with the rules laid down by the latter.
S. 26 § 1. In the event of a capital increase against contribution in cash and without prejudice to the application of articles 592-598 of the Code of corporations, law preferably may only be limited or removed on condition that an irreducible allowance is granted to the existing shareholders in the allocation of new titles.
This right of irreducible allowance meets the following conditions: 1 ° it covers the entirety of the newly issued securities;
2 ° it is granted to the shareholders proportionally to the part of the capital represented by their shares at the time of the operation;
3 ° a maximum price per share is announced at the latest the day before the opening of the public subscription period; 4 ° the public subscription period in this case must have a minimum of three trading days.
Without prejudice to the application of articles 595-599 of the Code of corporations, the preceding paragraphs shall not apply in the case of contribution in cash with limitation or suppression of the right of preference, complementary to a contribution in kind in connection with the distribution of an optional dividend, for as far as the granting of it is actually open to all shareholders.
§ 2. Without prejudice to sections 601 and 602 of the Code of corporations, in the case of securities against contribution in kind, the following conditions must be met: 1 ° the identity of the one who made the contribution must be mentioned in the report of the Board of Directors, or as the case may be, Manager, referred to in article 602 of the Code of corporations, as well as, where appropriate in the summons to the general meeting which will decide on the capital increase;
2 ° the issue price may be lower than the lowest value between (a) a net value per share not dating more than four months before the date of the contribution agreement or, at the choice of the pros before the date of the notice of increase of capital and (b) the average of the closing price of thirty days calendar prior to that date.
For the purposes of the preceding sentence, it is permitted to deduct from the amount referred to the point 2 ° of the preceding paragraph an amount equal to the portion of gross dividends undistributed whose new shares would be possibly deprived for as much as Governing Council specifically justify the amount of the dividends accumulated to deduct in its special report and exposes the financial terms of the transaction in the annual financial report;
3 ° unless the issue price, or, in the case referred to in § 3, the exchange ratio, as well as how they are determined and communicated to the public no later than the working day following the conclusion of the convention provision referring to the period in which the capital increase will be actually carried out, the Act of capital increase is passed within a maximum of four months. 4 ° the report referred to the 1 ° must also clarify the impact of the contribution proposed on the situation of the former shareholders, in particular

in relation to their share of earnings, net per share value and capital as well as the impact in terms of voting rights.
This paragraph is not applicable if the right to the dividend as part of an optional dividend distribution, provided that the granting of it is actually open to all shareholders.
§ 3. The provisions of paragraph 2 shall apply mutatis mutandis to the mergers, demergers and similar operations referred to in articles 671 to 677, 681 to 758 and 772/1 of the Code of corporations.
In the latter case, by "date of the contribution agreement" there is place to hear the date of the filing of the proposed merger or split.
S.
27. in the case of a SIRI capital increase against contribution in cash at an issue price of lower of 10% or more relative to the lowest value between (a) a net value per share not dating more than four months before the beginning of the show and (b) the average of the closing prices 30 days calendar preceding the day of the beginning of the show the Board of Directors of the pros or, as appropriate, the manager shall prepare a report in which he outlined the economic justification of the applied discount, the financial consequences of the transaction for the shareholders of the pros and the interest of the capital increase for the pros. This report and the criteria and assessment methods used are discussed by the Commissioner of the pros in a separate report. The reports of the Board of directors or, as the case may be, the Manager, and the Commissioner are published in accordance with articles 35 et seq. of the royal decree of 14 November 2007 at the latest the day of the beginning of the show, and in any event as soon as the determination of the price if it is fixed earlier.
For the purposes of the preceding paragraph, it is permitted to deduct from the amount referred to the point (b) of the first subparagraph an amount equal to the portion of gross dividends undistributed whose new shares would possibly private, provided that the Board of Directors of the pros specifically justifies it amount accumulated to deduct dividends and exposes the financial terms of the transaction in the annual financial report.
In the case where the SIRI is unrated, the haircut referred to in paragraph 1 is calculated only on basis of a net value per share not dating more than four months.
This paragraph is not applicable to the increases in capital fully subscribed by the pros or the subsidiaries thereof whose entire capital is held directly or indirectly by said pros.
B. Limitations and s. risk management 28 § 1.
Articles 29 and 30 shall apply on a consolidated basis to the pros and corporations that it consolidates the IFRS standards.
§ 2. For the purposes of the provisions of this paragraph to the entities on which the pros exercises exclusive control, as defined in standards IFRS, assets and liabilities of these entities are confused with the assets and corresponding liabilities from the pros, regardless of the actual percentage of participation in these entities.
For the purposes of the provisions of this point to people in which the pros has joint control, the assets and liabilities of the companies concerned are, notwithstanding equity, confused with the assets and corresponding liabilities from the pros in proportion to the actual percentage of participation of the pros in these societies.
§ 3. The provisions of this paragraph concerning real property referred to in article 47, § 1, apply based on the final determination of their fair value by the expert from the pros.
S. 29. the assets of the pros are diversified so as to ensure an adequate distribution of the risks in terms of real estate assets, by geographical region and by category of user or lessee.
S. 30 § 1.
Without prejudice to article 29, no operation performed by the pros can have effect 1 ° that more than 20% of its consolidated assets are placed in properties that form a single building complex; or 2 ° to increase this proportion, if it is already above 20%, regardless of the cause of the initial excess of this percentage in the latter case.
This limitation is applicable at the time of the operation concerned.
For the purposes of this article, is meant by housing one or more properties which the investment risk is to be considered as a single risk in the head of the pros.
If necessary, the FSMA may appoint one or more experts, paid by the pros, responsible for determining if the real property in question constitute a real estate group. A copy of the draft report and the final report of the experts will be transmitted to the pros in a timely manner so that it can assert its observations.
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2. Companies exercising real estate activities prior to their approval must prepare their consolidated assets are not placed for more than 20% in properties that form a single housing estate.
§ 3. The FSMA may, in the conditions laid down by it, grant a derogation to the limits of §§ 1 and 2, 1 ° for a period of 2 years from the date of approval, or 2 ° when the pros establishes that such a waiver is in the interest of its shareholders, or 3 ° when the pros establishes that such a derogation is justified on the basis of the specific characteristics of the investment , including the extent and the nature of it.
To assist for the purposes of the granting of the derogation, the FSMA may, if necessary, appoint one or more experts, paid by the pros. A copy of the draft report and the final report of the experts will be transmitted to the pros in a timely manner so that it can assert its observations.
This derogation so that his possible conditions must be detailed in the prospectus and annual or semi-annual financial reports drawn up until the moment where the derogation becomes moot.
§ 4. The derogations provided for in paragraph 3 may be granted by the FSMA if the debt consolidated the pros and its subsidiaries exceeds 33% of consolidated assets, under deduction of authorized hedging instruments, at the time of the acquisition or the relevant assignment.
The derogations referred to in paragraph 3 are removed by the FSMA where the debt consolidated the pros and its subsidiaries exceeds 33% of assets consolidated to one any time during the period of derogation.
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5. The target limit in the § 1 does not, in relation to the risk of investment that focuses on the identity of the lessee or user of real property, real property covered by a long-term commitment of a Member State of the EEA European as lessee or user of the goods involved.
S. 31 § 1. The pros may not hold, directly or indirectly, of shares or units of a SIRI or a real estate company provided that it exercises exclusive or joint control over it.
This paragraph is without prejudice to operations on securities and on instruments financiers made in accordance with articles 7,) and 8.
§ 2. The pros can control, jointly with another SIR that it consolidates, a SIRI or a real estate company.
§ 3. The King, by order made on the advice of the FSMA, may further detail the conditions under which regulated public real estate companies may hold shares or shares in another company.
S.
32. in the event that the pros controls one or more SIR, it is prohibited to have a subsidiary under Belgian law with the quality of real estate company.
In case a pros controlling one or several SIRI acquires control of a real estate company under Belgian law, it has a period of 24 months to be brought into conformity with paragraph 1.
This section is not applicable to real estate companies in which a pros holds shares or shares since January 1, 2009, at least.
S. 33. cannot hold any stake in a subsidiary of the pros: 1 ° the proponent and persons related to him;
2 ° those who have a stake in the pros;
3 ° the managing entity of the pros that have adopted the form of a company limited by shares as well as persons, other than the pros, with whom the entity manager is bound or has a link of participation; and 4 ° the directors, managers, members of the Executive Committee, delegated management daily, senior managers or agents of these people and the pros.
S. 34. the pros and its subsidiaries may hold participations in companies with legal personality and limited liability having a purpose incidental to them, for its own account or for the account of the pros or its subsidiaries, such as management or financing of the real estate of the pros or its subsidiaries.
The whole of the capital of the companies referred to in paragraph 1 must be in the hands of the pros or its subsidiaries.
These investments are not subject to the provisions of this point.
C. remuneration, commissions and expenses s. 35 § 1. The remuneration fixed (a) administrators, managers, members of the Executive Committee, delegates to the daily management and senior managers of the pros and (b) directors, managers, members of the Executive Committee, delegates to the daily management and senior managers of the person-Manager

moral of the pros that have adopted the form of a Société en commandite par actions cannot be determined in function of operations and transactions carried out by the pros or its subsidiaries.
Variable pay may be granted to the persons referred in paragraph 1, provided that (a) the criteria for granting the variable pay or part of variable remuneration that depends on the results relate only to the consolidated net income for the pros, excluding any change in the fair value of assets and hedging instruments and (b) no remuneration is granted on the basis of an operation or transaction specific the pros or its subsidiaries.
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2. With the exception of any brokerage fees applicable to transactions in securities, the fees for these transactions and the remuneration of independent external consultants potential, no commission, no right or charge cannot be put in charge of the pros because of the acquisition of: 1 ° securities issued by a company with which the pros, the managing entity of the pros that have adopted the form of a company limited by shares or a promoter of the pros are linked or have a link of participation; and 2 ° parts of a managed entity, directly or indirectly, by Manager Corporation of the pros that have adopted the form of a Société en commandite par actions, a promoter of the pros or by a corporation with which the pros, the managing entity of the pros that have adopted the form of a company limited by shares, or a promoter of the pros are linked or have a link of participation.
§ 3. By order made on the advice of the FSMA, the King determines how information on the remuneration of experts and Commissioners, chargeable to the pros, or its subsidiaries, are published in the annual financial report and, where appropriate, mentioned in the prospectus.
D. Prevention and management of conflicts of interest articles
36. the experts referred to in article 24, as well as if it is a company, their directors, delegates to the daily management, their managers, directors or agents can be consideration for transactions with the public regulated real estate company or one of its subsidiaries, nor get an any advantage heritage during an operation on the public or one of its subsidiaries regulated real estate company assets.
In the case where several experts have been appointed, each responsible for the assessment of a separate part of the heritage of the regulated public real estate company, 1st paragraph is not them personally applicable only to the part of the heritage assessment respectively was entrusted to them, as well as for which they provided the assessment at a time any during the three years preceding.
S. 37 § 1.
The transactions contemplated by the pros or one of its subsidiaries, shall be brought to the knowledge of the FSMA, if one or more of the following persons are directly or indirectly consideration or get an any advantage of nature on the occasion of the operation: 1 ° individuals who control or who hold a stake in the pros;
2 ° the persons with which (a) the pros, (b) a subsidiary of the pros, (c) the legal person of the pros manager having adopted the form of a Société en commandite par actions or a corporation controlled by it, (d) the sponsor and (e) the other shareholders of a subsidiary of the pros, are linked or have a link of participation;
3 ° the managing entity of the pros or one of its subsidiaries have adopted the form of a company limited by shares;
4 ° the promoter of the pros.
5 ° the other shareholders of any subsidiary of the pros. 6 ° the directors, managers, members of the Executive Committee, delegated daily management, senior managers or agents and: has) the pros or one of its subsidiaries;
(b) legal person Manager the pros or one of its subsidiaries have adopted the form of a company limited by shares;
c) promoter;
(d) other shareholders of any subsidiary of the pros; and e) to a person referred to in 1 ° of this paragraph.
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2. When informing the FSMA, the public regulated real estate company must establish that the proposed transaction is of interest to it and that it falls within the ordinary course of its business strategy.
If the FSMA believes that the elements which it is informed in advance are insufficient, incomplete or that they are not conclusive or relevant, it shall notify the public regulated real estate company.
If it is not taken account of its opinion, the FSMA may go public.
By order made on the advice of the FSMA, the King said information and publication obligations that apply in this context to the regulated public real estate company.
§ 3. The operations referred to the § 1 shall be carried out at normal market conditions.
Article 49, paragraph 2 shall apply.
S. 38. the provisions of articles 36 and 37 do not apply: 1 ° operations representing less than the lowest amount between 1% of consolidated assets of the pros and 2 500 000 EUR;
2 ° to the acquisition of securities by the pros or any of its subsidiaries within a public issue by a third-party issuer, for which a developer or one of the persons referred to in article 37 § 1 speakers as an intermediary within the meaning of article 2, 10º, of the law of 2 August 2002;
3 ° the acquisition or subscription of shares of the pros by persons referred to in article 37, § 1, issued following a decision by the General Assembly; and 4 ° to operations on the liquidity of the pros or one of its subsidiaries, provided that the person is wearing matching is the quality of intermediary within the meaning of article 2, 10º, of the law of 2 August 2002 and that these operations are carried out on terms consistent with those of the market.
E. Obligations and prohibitions s. 39 are prohibited to the public regulated real estate company and its subsidiaries: 1 ° the participation to a syndicate of underwriting or guarantee;
2 ° the loan of financial instruments, with the exception of loans made under the conditions and according to the provisions of the royal decree of 7 March 2006; and 3 ° the acquisition of financial instruments issued by a company or an association of private law that is declared bankrupt, concluded an agreement with its creditors, is the subject of a judicial reorganisation procedure, obtained a suspension of payments, or has been the subject, in a foreign country, of a similar measure.
S. 40. the public regulated real estate company and its subsidiaries subscribe to all of their buildings adequate insurance coverage.
Insurance coverage meets usually conditions on the market.
The percentage of the fair value of the buildings covered by the insurance coverage is mentioned in the annual financial report.
S. 41 public lands regulated company or one of its subsidiaries, can act as a real estate developer.
For the purposes of this section, means the person whose professional activity, as principal or accessory, is excluding the occasional operations by real estate developer, to build or to build buildings to convey them to remuneration in whole or in part, either prior to construction, either under construction or within a period of five years after construction.
S. 42. without prejudice to the rules laid down by the King for activity of leasing, and except (a) for the granting by the regulated real estate company public credits and the constitution of sureties or guarantees to the benefit of a subsidiary and (b) the granting by a subsidiary of public credits and the constitution of sureties or guarantees for the benefit of the public or of another subsidiary of the regulated real estate company regulated real estate , public regulated real estate Corporation and its subsidiaries may (a) grant credits or (b) constitute collateral or guarantees to third parties.
For the purposes of paragraph 1, are not taken into account the amounts due to the regulated public real estate company of the head of the transfer of real property, provided that they are paid within the usual time limits.
S. 43. a regulated public real estate Corporation or a subsidiary thereof shall not make a mortgage or grant any other security or guarantees that under the funding of its real estate activities or those of the group.
The total amount covered by the mortgage, collateral or guarantees referred to in paragraph 1 cannot exceed 50% of the aggregate fair value of the properties held by the public regulated real estate company and its subsidiaries.
No mortgage, security or guarantee against real property given, public regulated real estate Corporation or a subsidiary thereof may not cover more than 75% of the value of collateral considered.
S. 44. a regulated public real estate Corporation or one of its subsidiaries may acquire real property subject to a mortgage when the transfer of real property subject to a mortgage is common practice in the jurisdiction where the property is located.
S. 45. the King, by order made on the advice of the FSMA, determines the obligations and prohibitions which regulated public real estate companies are subject in the following subjects: 1 ° the extent to which the regulated public real estate companies may resort to borrowing;

In this regard, the King may fix the rate of maximum indebtedness of the public regulated real estate company to a ceiling greater than 65% of its assets;
2 ° the obligations of regulated public real estate companies for the allocation of the result.
In this connection, and without prejudice to the possibility for him to define exceptions to the requirement of distribution, the King may fix the minimum amount of dividend distribution in an amount less than 80% of the result, as defined under the Act and the orders and regulations for its execution.
F. inventory and assessment by the s. expert 46. without prejudice to the obligation laid down by article 9 of the law of 17 July 1975 on accounting firms to prepare once year at least an inventory, the pros establishes an inventory of its properties as well as those of its subsidiaries whenever it shall proceed with the issuance of shares. It is likewise in the case of redemption of shares otherwise than on a regulated market.
S. 47 § 1. At the end of each fiscal year, the expert assesses the fair value of the following properties in detail: 1 ° buildings and real rights in property, held by the pros or one of its subsidiaries, with the exception of recorded assets as receivables, in accordance with the IFRS standards, as part of a finance lease;
2 ° the option rights on property, held by the pros or one of its subsidiaries, as well as the buildings on which relate these rights; and 3 ° rights arising out of contracts giving one or more properties in real estate leasing to the pros or one of its subsidiaries, as well as the underlying buildings.
These evaluations are binding the pros for the establishment of its statutory accounts and its consolidated accounts.
§ 2. In addition, at the end of each first three quarters of the fiscal year, the expert refreshes the determination of the fair value of the real property mentioned in the § 1 and detained by the pros and its subsidiaries, depending on the evolution of the market and the specific characteristics of the concerned properties.
S. 48. without prejudice to article 47, the fair value of the properties held by the pros and its subsidiaries referred to in article 47, § 1 is assessed by the expert whenever the pros is the issuance of shares, the listing of shares in the negotiations on a regulated market or a merger, Division or similar transaction. It is likewise in the case of redemption of shares otherwise than on a regulated market. The pros is not bound by this assessment but must justify the price of issuance or redemption on the basis of this assessment.
The assessment referred to in paragraph 1 cannot be traced back to a date earlier than one month prior to the operation concerned.
However, further evaluation is not necessary when the issuance of shares, the listing of shares to trading on a regulated market, the redemption of shares or the filing of the proposed merger, Division or similar transaction occurs in the four months following the last evaluation or updating of the concerned estate appraisal and provided that the expert confirms that the general economic situation and the State of real property does not require a new assessment.
S.
49 § 1. Without prejudice to § 2, the fair value of each property real estate mentioned in article 47, § 1, to acquire or transfer by the pros or through its subsidiaries, is evaluated by the expert before the operation takes place, provided that the transaction, taken as a whole, represents a sum greater than the lowest amount between 1% of consolidated assets of the pros or 2 500 000 EUR.
Where the acquisition or disposal of real estate price differs by more than 5% of the assessment referred to in paragraph 1, to the prejudice of the pros or its subsidiaries, the transaction concerned as well as its price are accounted for in the annual financial report and, where appropriate, in the half-yearly financial report for the pros.
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2. When the other Contracting Party is one of the persons referred to in article 37 § 1 or if one of them gets an any advantage during the operation, the fair value of the property concerned is assessed, regardless of the value of the transaction.
In the event of assignment by the pros or its subsidiaries of real estate in the case referred to in paragraph 1, the fair value determined by the expert is the minimum price at which the property may be alienated. Similarly, in the case of acquisition by the pros or its subsidiaries of real estate in the case referred to in paragraph 1, the fair value determined by the expert is the maximum price at which the property can be acquired.
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3. The determination of the fair value referred to in the preceding paragraphs cannot be traced back to a date earlier than one month prior to the operation concerned.
§ 4. A new determination of the fair value is not necessary, however, where the transaction in question takes place no later than four months following its last assessment by the expert and provided the expert confirms that the general economic situation and the State of this property does not require a new assessment.
G. periodic information and accounting rules art. 50 § 1. The public regulated real estate company communicates its annual and semi-annual reports to the FSMA.
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2. The persons responsible for the effective management of public lands regulated company shall report to the FSMA as the periodic reports referred to the § 1 are consistent with accounting and inventories.
§ 3. These reports (a) must be complete and must indicate all data contained in the accounts and inventories on the basis of which the periodic reports are established, and (b) must be correct and consistent exactly with accounts and inventories on the basis of which the periodic reports are established. The persons responsible for the effective management confirm have made arrangements for the above-mentioned reports are based on the instructions in force of the FSMA, as well as by application of the rules of accounting and evaluation leading to the establishment of the annual accounts, in relation to periodic reports year-end, or by applying the rules of accounting and assessment that led to the establishment of the annual accounts relating to the last year in relation to the other periodic reports (subject to the new rules on accounting or assessment which may or shall be applied from a given date).
§ 4. The King, by order made on the advice of the FSMA, determines the content of the annual and semi-annual reports.
The FSMA may, in special cases, authorise derogations for the content of the annual and semi-annual reports.
S. 51. the King, by order made on the advice of the FSMA, lays down the rules that regulated public real estate companies keep their accounts, conduct assessments of inventory and establish and publish their annual accounts. It can derogate from article 105 of the Code of corporations, adapt, modify and supplement the rules made in pursuance of Act of 17 July 1975 on accounting firms and, under the conditions of article 122, paragraph 1 of the Code of corporations, the rules made in pursuance of section 92 of the Code of corporations.
CHAPTER IV. -Control Section 1st. -Control exercised by the FSMA art. 52 § 1.
The public regulated real estate company is subject to the control of the FSMA.
§ 2.
The FSMA can communicate all information and documents relating to the Organization, operation, the situation and the operations of the public regulated real estate company it controls as well as the evaluation and cost-effectiveness of its heritage.
§ 3. It can conduct inspections on the spot with the public regulated real estate company and take notice and copy, without moving, any information held by it, in order: 1 ° to verify compliance with the provisions of this Act and the orders and regulations for its execution, and the provisions of the statutes, as well as the accuracy and truthfulness of the accounting and the annual accounts , as well as annual and semi-annual reports, States, periodic and other information which are transmitted by the public regulated real estate company;
2 ° to verify the adequacy of the management and internal control of public lands regulated company structures;
3 ° ensure that the management of public lands regulated company is sound and prudent and is not likely to jeopardize the rights attached to the securities.
§ 4. The provisions of articles 79 to 85 of the law of 2 August 2002 shall apply for the purposes of the exercise of the powers conferred on the FSMA by and under this title.
S. 53. the public regulated real estate company communicate periodically to the FSMA a detailed financial situation. It is established in accordance with the rules laid down by regulation of the FSMA, taken in accordance with article 64 of the law of 2 August 2002, which determines the content, frequency and mode of communication. In addition, the FSMA may prescribe the regular reporting of other encrypted information or descriptive necessary verification of compliance with the provisions of this Act and the orders and regulations adopted in implementation thereof.
The persons responsible for the effective management of the regulated real estate company public report to the FSMA that periodic financial statements referred to in paragraph 1 are consistent with accounting and inventories. These periodic financial statements (a) must be complete

and mention all data contained in the accounts and inventories on the basis of which the periodic financial statements are prepared, and (b) must be correct and consistent exactly with accounts and inventories on the basis of which the periodic financial statements are prepared.
They confirm having made arrangements for the above States are based on the instructions in force of the FSMA, as well as by application of the rules of accounting and evaluation for the preparation of the annual accounts.
The FSMA may, in special cases, authorize derogations from the rules referred to in paragraph 1.
The regulations referred to in paragraph 1 is made after consultation with the relevant professional associations.
S. 54. the FSMA known relationships between the public regulated real estate company and a shareholder determined to the extent required for the control of the regulated public real estate company.
Section 2. -Control assimilated art. 55 § 1. The public regulated real estate company is required to appoint a Commissioner who shall exercise the functions of Commissioner under the companies Code.
Article 141 (2) code companies is not applicable to the regulated public real estate company.
§ 2. Auditor may be entrusted in the regulated public real estate Corporation, to one or more approved reviewers or to one or more companies of Auditors approved by the FSMA.
The public regulated real estate company may designate alternate Commissioners who perform the duties of Commissioner if sustainable prevented from their holder. The provisions of this article and of article 56 shall apply to these substitutes.
S.
56. the licensed Auditors companies provided for in article 55 through an auditor designated by them and in accordance with article 6 of the Act of 22 July 1953 Commissioner duties. The provisions of this Act and the orders and regulations for its implementation and those relating to the appointment, functions, obligations and prohibitions of Auditors as well as to sanctions, other than criminal, which are applicable to the latter, apply both reviewers and companies chartered reviewers representing them.
An approved firm of Auditors may designate one alternate among its members fulfilling the conditions to be designated representative.
S. 57. the FSMA stops, under approval of the Minister of finance and Minister of Economic Affairs, the approval of reviewers and Auditors companies regulations.
The regulation for the approval is taken after consultation of the Chartered Auditors represented by their professional organization.
The Institut des réviseurs d'Entreprises shall inform the FSMA for the opening of any disciplinary proceedings against an auditor or auditors authorized for breaches committed in the exercise of its functions with a regulated public real estate company.
S.
58. the designation of Auditors and alternate auditors with the public regulated real estate company is subject to the prior agreement of the FSMA. This agreement must be collected by the social body that made the proposal for designation. In case of designation of authorized Auditors, the agreement covers joint society and his representative and, where appropriate, on its alternate representative.
The same agreement is required for the renewal of the mandate.
When, under the Act, the appointment of the Commissioner is made by the president of the commercial court or the Court of appeal, they make their choice from a list of Auditors registered with the agreement of the FSMA.
S.
59. the FSMA may, at any time, revoke, by decision motivated by reasons relating to their status or the exercise of their duties of Auditor company approved reviewers, such as provided by or under this Act, the given agreement, in accordance with article 58, to a Commissioner, a Deputy Commissioner, a firm of réviseurs authorised or a representative or representative acting such a society. This revocation puts an end to the duties of Commissioner.
In case of resignation of a Commissioner, the FSMA and the regulated public real estate company shall previously be notified, and the reason for the resignation.
The approval referred to in article 57 regulations regulates the procedure.
In the absence of a Deputy Commissioner or Deputy Representative of authorized reviewers, the public regulated real estate company or the approved firm of Auditors provides, in respect of article 58, replacement within two months.
In the public regulated real estate company, the proposal for revocation of the mandates of Commissioner, as regulated by articles 135 and 136 of the Code of corporations, is subject to the opinion of the FSMA. This notice is provided to the General Assembly.
S. 60 § 1. The Commissioners are working together to the control exercised by the FSMA and under their exclusive personal responsibility pursuant to this section, the rules of the profession and to the instructions of the FSMA. To this end: 1 ° they assess the internal control measures adopted by the public regulated real estate company in accordance with article 17, § 2, and the orders and regulations made pursuant to this provision, and they report their findings in the matter to the FSMA.
2 ° they report to the FSMA on: has) Limited's semi-annual reports examination results, provided by the real estate regulated public corporation to the FSMA under section 50, confirming that they have no knowledge of facts which it would appear that the semi-annual reports have not, in all material respects significantly, was established according to the applicable regulations of the FSMA. In addition, they confirm that semi-annual reports are, for what is accounting data, in all respects significantly important, consistent accounting and inventories in this sense (a) that they are complete and that they mention all the data contained in the accounts and inventories on the basis of which they are established, and (b) that they are correct and they are exactly consistent with accounting and inventories on the basis of which they are established; They confirm also did not have knowledge of facts which it would appear that the semi-annual reports have not been established by application of accounting and valuation rules that led to the establishment of the annual accounts relating to the last year;
b) the results of the control: (i) the annual reports provided by the regulated public real estate company to the FSMA at the end of the financial year under article 50, § 1;
(ii) periodic financial statements that are passed to the FSMA under article 53:-arrested at the end of the calendar year, for the public regulated real estate companies which close their fiscal year on December 31.
-orders at the end of the quarter which coincides with the end of the year, for regulated public real estate companies whose fiscal year is closed the last calendar day of a quarter that is not December 31, or - arrested at the end of the quarter preceding the end of the year, for regulated public real estate companies whose exercise is not fenced at a date which coincides with the last calendar quarter day confirming that reports and above States have, under all respects significantly important, established according to the applicable regulations of the FSMA. In addition, they confirm that annual reports and financial statements are, with regard to the accounting data, in all respects significantly important, in accordance with the accounting and inventories, in the sense (a) that they are complete and that they mention all the data contained in the accounts and inventories on the basis of which they are established, and (b) that they are correct and that they are consistent exactly with accounts and inventories on the basis of which they are established; They also confirm that the annual reports and financial statements have been established by application of the rules of accounting and evaluation for the preparation of the annual accounts;
(c) the results of their review of the amounts of assets net such as mentioned in the periodic financial statements sent to the FSMA, under section 53, at the end of the calendar year for the real estate company regulated public not closing not pursuit December 31, confirming that it is not aware of facts which it would appear that the above data do not have in all respects significantly important, was established according to the applicable regulations of the FSMA;
3 ° they do to the FSMA, at his request, special reports on the Organization, the activities and the financial structure of the regulated public real estate company, reports whose preparation costs are borne by the company in question;
4 ° in the context of their missions to the regulated real estate company public, as well as from related undertakings, within the meaning of article 11 of the Code of corporations, with the regulated public real estate company, the Commissioners are own-initiative report to the FSMA as soon as they find: has) decisions, facts or developments that influence or may influence significantly the situation of the public in financial terms regulated real estate company;
(b) decisions or facts that may constitute violations of the Code of corporations, of the Statute, of

the present law and orders and regulations for its implementation;
(c) other decisions or facts which are likely to result in a refusal of the certification of the accounts or the issuance of reserves.
No civil, criminal or disciplinary action may not be brought or professional sanctions pronounced against the Commissioners who proceeded in good faith to information referred to in 4 of this paragraph.
Commissioners shall communicate to managers of public lands regulated company reports they make to the FSMA pursuant to paragraph 1, 3 °. Such communications fall under the secret organized by article 76 of the law of 2 August 2002. They shall forward to the FSMA copy of communications they make to these leaders and which relate to matters likely to be of interest to the control exercised by it.
§ 2. The FSMA may require that the accuracy of the information provided pursuant to article 53, be confirmed by the Commissioner of public lands regulated company.
The Commissioners can be loaded by the FSMA, at the request of the NBB or the European Central Bank, confirmed that the information the public regulated real estate company is required to communicate to these authorities are complete, correct and established according to the rules that apply.
S. 61. the King may, by order made on the advice of the FSMA, determine additional missions which must fulfil the Commissioner and lay down the conditions for the exercise of these missions.
Section 3. -Abolition of the authorisation, exceptional measures and administrative sanctions art. 62 § 1.
A public regulated real estate company may waive its approval subject to the following procedure.
§ 2. The waiver by a public regulated real estate company with its accreditation requires a decision of its General Assembly taken to the conditions of article 559 of the companies Code and found, on pain of nullity, by an authentic Act. This note reproduces the conclusion of the report prepared by the auditor.
§ 3. Immediately after the passing of the Act of renunciation, the articles of the company having renounced the status of regulated public real estate company, including clauses that modify its name and, if applicable, its purpose, are arrested under the same conditions of presence and majority than is required for the Act of renunciation.
Otherwise, the decision to waive the status of regulated public real estate company has no effect.
§ 4. The provisions of article 78, §§ 1 and 2 are apply, mutatis mutandis.
§ 5. The Quitclaim Deed and articles are published simultaneously in accordance with article 74 of the Code of corporations. The Quitclaim Deed is published in full; the articles are by extract in accordance with articles 69, 71 and 72 of the same Code.
The report of the auditor is deposited in shipping or in original at the same time as the Act to which it relates.
S. 63. the FSMA removes the approval of public lands regulated company, which: 1 ° renounces the authorisation;
2 ° has not started its activities in the twelve months of the approval;
3 ° has ceased to carry on business for more than six months; or 4 ° has been declared bankrupt.
S. 64 § 1. When the FSMA notes that a regulated public real estate company does not in accordance with the provisions of this Act and regulations for its execution or with the provisions of its statutes, its management or its financial situation and orders are likely to jeopardize the successful completion of its commitments, its control internal presents serious deficiencies , or that rights to public lands regulated company shares that are or have been the subject of a take-over bid may be compromised and it fixed the period within which it must be remedied to the observed situation.
If at the end of this period, it has not remedied the situation, the FSMA may: 1 ° to make public its position on the findings made under paragraph 1; This publication costs are borne by the public regulated real estate company;
2 ° appoint a special Commissioner;
3 ° suspend or ban for the duration that it determines any issue or any repurchase of securities;
4 ° suspend or prohibit, for the duration as it determines, trading on the market of the real estate company's securities regulated public;
5 ° direct replacement of members of the legal administration of real estate regulated public corporation within a period which it shall determine and, in the absence of such a replacement within this period, replace all of the organs of administration and management of the public regulated real estate company one or several directors or interim managers who have, singly or collectively as appropriate, powers of replaced individuals. The FSMA publishes its decision in the Moniteur belge;
6 ° revoke the approval of the public regulated real estate company. The FSMA publishes its decision in the Moniteur belge.
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2. In the case referred to the § 1, paragraph 2, 2 °, General or special special Commissioner's written authorization is required for all the acts and decisions of all organs of the public regulated real estate company, including the General Assembly of shareholders; the FSMA may, however, limit the scope of the operations subject to authorisation.
The special Commissioner may submit to the deliberation of all the organs of the public, including the General Assembly, all proposals regulated real estate company as it considers advisable. The remuneration of the special Commissioner is set by the FSMA and supported by the public regulated real estate company.
The members of the bodies of administration and management and management personnel who carry out acts or take decisions without obtaining the required permission from the special Commissioner are responsible for jointly for the damage resulting for the regulated public real estate Corporation or third parties.
If the FSMA has published in the Moniteur belge the appointment of Commissioner ad hoc and specified the acts and decisions subject to authorization, the acts and decisions made without this permission was required are void, unless the special Commissioner not ratifying.
Under the same conditions, any decision of General Assembly taken without obtaining the required permission from the special Commissioner is void, unless the special Commissioner ratifies.
The FSMA may designate a Deputy Commissioner.
In the event of serious danger for holders of securities of the public regulated real estate company, the FSMA may appoint a special Commissioner without advance fixing of a time limit as provided in the § 1, paragraph 1.
§
3. In the case referred to the § 1, paragraph 2, 3 °, the members of the legal administration of the regulated real estate company public body and the persons responsible for management, which carry out acts or making decisions in violation of the suspension or of the prohibition are responsible for jointly for the damage resulting for the regulated public real estate company or third parties.
If the FSMA issued the suspension or prohibition to the Moniteur belge, the acts and decisions intervened against it are void.
§ 4. In the case referred to the § 1, paragraph 2, 5 °, the remuneration of the Administrators or interim managers is fixed by the FSMA and supported by the public regulated real estate company.
The FSMA may, at any time, replace the Administrators or interim managers, either ex officio or at the request of a majority of the shareholders of the public regulated real estate company when they justify that interested parties management no longer has the necessary guarantees.
§ 5. The decisions of the FSMA referred to the § 1 out their effects with respect to the regulated real estate company public their notification and, with respect to third parties, from the date of their publication in accordance with the provisions of §§ 1 and 2.
§ 6. The § 1, 1st paragraph and § 5 shall not apply in the event of revocation of authorisation of a regulated public real estate company declared bankrupt.
§
7. The commercial court decision at the request of any interested person nullity provided for in §§ 2 and 3.
The action in nullity is directed against the public regulated real estate company.
If are serious reasons, the applicant for invalidity may seek interim provisional suspension of the acts or decisions attacked. The suspension order and the judgment declaring the nullity have effect with respect to all. In the case where the Act or suspended or cancelled decision were the subject of a publication, the suspension order and the judgment declaring the nullity are published by extract in the same forms.
Where nullity is liable to infringe the rights acquired in good faith by a third party with respect to the regulated public real estate company, the Court may declare void the nullity with respect to these rights, subject to the right of the plaintiff to damages if there is place.
Nullification proceedings may not be initiated after the expiry of a period of six months from the date on which acts or decisions made are enforceable against the person alleging nullity or are known to him.
§ 8. Without prejudice to the measures laid down by other laws and regulations, §§ 1 to 7 are applicable where the FSMA finds that a regulated public real estate company, which belongs to the application of the law of 16 June 2006, does not work in accordance with the law of 16 June 2006.
S.

65 § 1. Without prejudice to the legal provisions relating to the communication of information by the FSMA to the Minister having finance in his/her attributions to an institution over which the FSMA control has set up a special mechanism having purpose or effect of promoting evasion by third parties, the FSMA does not know of the tax matters.
However, the § 1, paragraphs 1 and 2, 2 and § 2 of article 64 shall apply in case the FSMA has knowledge that a regulated public real estate company has set up a special mechanism having purpose or effect of promoting tax evasion by third parties.
S. 66 § 1. Without prejudice to other measures provided for in this Act, the FSMA may establish a regulated public real estate company a deadline in which: a) it must comply with provisions determined by this Act or orders or regulations for its execution, or b) must make the adjustments that are necessary to its internal control.
If the public regulated real estate company remains in default upon the expiry of the time limit, the FSMA can, the real estate company regulated public hearing or any less duly convened, impose a penalty at the rate of a maximum amount of 2 500 000 euros per offence or EUR 50 000 per day of delay.
§ 2. Without prejudice to other measures provided for by this Act and without prejudice to the measures laid down by other laws or other regulations, the FSMA may, when it finds an offence under the provisions of this Act or the measures taken in pursuance thereof, impose on a public regulated real estate company under Belgian law, an administrative penalty which may not be less than EUR 5,000 , not more, for the same Act or to the same set of facts, 2 500 000 euros.
§ 3. The penalties and fines imposed pursuant to §§ 1 or 2 shall be recovered for the benefit of the Treasury by the administration of the Cadastre, registration and domains.
S.
67 § 1. The public regulated real estate company whose approval has been removed under section 63 (2), remains subject to this Act and the orders and regulations for its enforcement until the shareholders, unless the FSMA does exempt it for certain provisions.
§ 2. The public regulated real estate company whose approval has been removed or revoked pursuant to articles 63, 3 °, or 64 remains subject to this Act and the orders and regulations for its enforcement until the completion of its liquidation, unless the FSMA does exempt it for certain provisions.
TITLE III. -Real estate companies regulated institutional art. 68. this title regulates the regime applicable to the regulated institutional real estate company.
S. 69 § 1. Without prejudice to their application possible on a consolidated basis to the pros and corporations that it consolidates, articles 3, 13, paragraph 1, second sentence, and paragraph 2, 21, 22, 23, 24, 26, § 1er, 27, 28, 29, 30, 31, 32, 33, 34,47, 48 and 52, § 1 of title II shall not apply to the SIRI.
§ 2. Without prejudice to the provisions of this title, the provisions of title II apply to the pros which are not covered in the § 1 shall, mutatis mutandis, applicable to the SIRI.
S. 70. a regulated institutional real estate company must be the subject of exclusive control or spouse by a regulated public real estate company.
S.
71 § 1. Shares of regulated institutional real estate companies are registered.
§ 2. In the case of admission to trading of shares of a regulated institutional real estate company on an MTF or a regulated market that is accessible to the public or when the shares of such a corporation are be detained following third parties by other investors through that eligible investors, he is unaffected in the institutional character of the institutional regulated real estate company provided that it takes adequate measures to guarantee the quality of eligible investors of its shareholders and she does not or does not favour the holding of shares by investors other than eligible investors.
The King may, by royal decree taken on advice of the FSMA, determine the conditions under which the regulated institutional real estate company is presumed to take appropriate measures, within the meaning of the preceding paragraph, to guarantee the quality of eligible investors of its shareholders.
S. 72. article 26, §§ 2 and 3 shall apply, on the understanding that in case the regulated institutional real estate company is not listed, the minimum price referred to in article 26, § 2, paragraph 1, 2 ° is determined based on net worth per share not older than four months.
The report referred to article 602 of the Code of corporations is published by the Board of Directors of the public regulated real estate company in the manner provided in articles 35 et seq. of the royal decree of November 14, 2007 prior to the capital increase.
The provisions of article 26, §§ 2 and 3 are not apply (a) to increases in capital fully subscribed by the regulated real estate company public or affiliates thereof whose entire capital is held, directly or indirectly, by the public regulated real estate company or (b) mergers, demergers and similar operations referred to in articles 671 to 677, 681 to 758 and 772/1 of the Code of corporations to which only the public regulated real estate company and/or the subsidiaries thereof which it holds directly or indirectly the entirety of the capital are parties.
S. 73. in the event that the entire securities conferring the right to vote of the regulated institutional real estate company is not owned directly or indirectly by a regulated public real estate company, the Board of Directors of the regulated institutional real estate company, or, as the case may be, Manager corporate institutional regulated lands company having adopted the form of a company limited by shares , must be made up to a maximum of a quarter at least of non-Executive Directors members with a mandate of independent Director within the meaning of article 526ter of the companies Code on the Board of Directors of the public regulated real estate company, or, as the case may be, of the corporate IT Manager.
S. 74 § 1.
By way of derogation from article 78 of the Code of corporations, the name of a real estate company regulated institutional and all documents emanating from it, must contain the words "institutional regulated real estate company under Belgian law" or "Institutional SIR under Belgian law" or "SIRI under Belgian law" and its name is immediately followed by these words.
§ 2. By way of derogation from article 1 of the Code of corporations, a regulated institutional real estate company may be constituted by a regulated real estate company public acting alone.
Article 646, § 1, paragraph 2, of the Code of companies is not applicable.
S.
75. the institutional regulated real estate company is subject to the control of the FSMA.
For the purposes of this Act, regulated lands company institutional accounts are subject to the control of the FSMA only to the extent required for the control of the consolidated accounts of the regulated public real estate company.
S. 76. the FSMA knows relationships between a regulated institutional real estate company and a shareholder other than a public regulated real estate company or one of its subsidiaries, that to the extent required for the control of public lands regulated company and compliance with the conditions of approval and the activity thereof.
TITLE IV. -Registration of a property investment fund as regulated real estate company s.
77 § 1. Subject to the amendment of its statutes and in particular its purpose to be consistent with the provisions of this Act and the orders and regulations for its execution, any public sicafi can be approved as a regulated public real estate company, according to the procedure and the conditions for approval laid down in section 2 of this Act and the orders and regulations for its execution.
The sicafi submits an application for approval meets the requirements of article 9 no later than within four months of the entry into force of this Act.
The FSMA does issue approval only in case it is also satisfies paragraphs 2 and following.
If so, it issues approval under the suspensive condition of compliance with paragraphs 2 and following.
In this case, the General Assembly acting effectively on the modification of the statutes of the public property investment fund must be held within three months of the decision of the FSMA grant authorization.
§
2. Simultaneously with the publication of the convening of the general meeting convened to amend its statutes, the public real estate investment trust publishes a press release and simultaneously puts at the disposal of its shareholders a document containing a general description of the consequences of the change in proposed status and a description of the right of withdrawal referred to in § 3. This release and this document are the least published on its website.
This release and this document may be published only after their approval by the FSMA. This approval has no appreciation of the opportunity to change proposed status or the status of the public real estate investment trust.
This release and this document are

of regulated information within the meaning of the royal decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market.
§
3. Assuming where general public SICAFI Assembly approves the amendment of the articles proposed, any shareholder who voted against this proposal may exercise a right of withdrawal, the highest price between (a) the last closing price before the publication of the convening of the shareholders to the General Assembly (if applicable, deficiency) and (b) the average of the closing prices thirty days calendar prior to the date of the General Assembly that approves the amendment of the articles.
This right may be exercised only to the extent of a number of shares representing maximum EUR 100 000 given the price which applies the withdrawal and for as much whether it shares with which he voted against this proposal, and he remained owner of uninterrupted since the thirtieth day before the General Assembly (if applicable, waiting) with the order of the day the amendment of the articles until the outcome of the General Assembly which approves this amendment of articles. The price consists exclusively of species.
The condition of continuous property referred to in the preceding paragraph is established for registered shares, by the register of registered shares of the public real estate investment trust. To dematerialised shares, the shareholder who intends to exercise its right of withdrawal must submit before the General Assembly (if necessary, waiting), within the period indicated in article 536, § 2, paragraph 3 of the Code of corporations, a certificate issued by the content of authorized accounts or the Organization's liquidation noting the number of shares for which he is owner of continuously since the thirtieth day before the General Assembly (if applicable (, waiting) with the order of the day the amendment of the articles and noting the unavailability of these actions until the outcome of the Assembly approving or rejecting the proposed amendment of the Statute.
For the purposes of the first paragraph, the property is considered as pursued in the head of the rights holders in the event of transmission due to death, or transfer following one of the operations referred to in articles 670 to 773 of the Code of corporations.
For action being a co-ownership or a dismemberment of ownership, shareholders must designate a person to exercise the right of withdrawal.
Proxies must include an item relating to the exercise of the right of withdrawal.
§
4. Immediately after the approval of the amendment of the statutes, the shareholder exercises his right of withdrawal. The company previously communicate the price at which the shares will be taken. The company takes the necessary measures to allow the shareholder to exercise his right of withdrawal at the time of the General Assembly.
§ 5. In the month following the General Assembly, public sicafi (or the third party that it has replaced) pays the price.
§ 6. Public sicafi can match the proposed amendment to its Statute of a condition that this amendment shall enter into force unless the number of shares for which the right of withdrawal is exercised does not exceed a certain percentage of the capital.
§ 7. In the event that the exercise of the right of withdrawal would, in the Chief Public SICAFI or such third party that it has replaced, a violation of the provisions of articles 620 et seq. of the Code of corporations and orders and regulations for its execution or the provisions of this Act and the orders and regulations for its execution, the amendment of the Statute proposed not held and the concerned public sicafi retains its status.
§
8. This article is without prejudice to the application of article 5 of the Act of April 1, 2007 bids of acquisition and of the orders and regulations for its execution.
Publication of press releases or documents under this paragraph does not, by itself, a takeover bid within the meaning of this Act or a public offering within the meaning of the law of 16 June 2006.
§ 9. A regulated real estate company can earn its status with approval as alternative mutual fund.
S. 78 § 1. Approval of a sicafi public real estate company as regulated public ipso jure and simultaneously the approval of the institutional sicafi she controls quality of regulated institutional real estate companies.
§ 2. The management authority of the institutional sicafi approved as a regulated institutional real estate company takes the necessary measures to make the articles that conform to the provisions of this Act and the orders and regulations for its execution.
Title V. - Penal provisions and various arts.
79 shall be punished by a term of imprisonment from eight days to three months and a fine of 50 euros to 10,000 euros or one of those penalties only: 1 ° those who used the name "regulated real estate company" to describe an entity that is not licensed as a real estate company regulated;
2 ° the real estate company regulated, as well as administrators, managers and directors of such a society, who have knowingly violated the provisions of this Act or of the orders and regulations for its execution;
3 ° those who, as Commissioner or independent expert, certified, approved or confirmed accounts, annual, or semi-annual reports accounts, or for periodic information, whereas the provisions of this Act or of the orders and regulations for its implementation, have not been met, or in the knowledge that they it had not been, either in not completing the stagecoaches normal to ensure that they were respected.
S. 80. until it is held on the opening of bankruptcy proceedings or on provisional divested within the meaning of article 8 of the law of 8 August 1997 on bankruptcy with respect to a regulated real estate company, the president of the commercial court registers the FSMA for an opinion. The Clerk shall transmit the request without delay. It shall inform the Prosecutor of the King. The referral of the FSMA is written. She is accompanied by the necessary parts for its information.
TITLE VI. -Amending provisions chapter I. -Amendments of Act of 2 August 2002 on the supervision of the financial sector and financial services s. 81. in article 45, § 1, 2 °, of the Act of 2 August 2002 on the supervision of the financial sector and financial services, is added a point h reads as follows: "h. regulated real estate companies".
S.
82. in article 122 of the Act is added to points 45 ° and 46 °, worded as follows: "45 ° to the plaintiff, against the refusal of approval or refusal of approval decided by the FSMA under article 9, paragraph 3, or 12, § 2, of the Act of May 12, 2014 relating to regulated real estate companies, or when the FSMA has not acted within a period of three month or two months from the date of the introduction of a complete dossier. In the latter case, the request for approval or approval is expected to rejected.
46 ° to the regulated real estate company, against decisions of the FSMA taken under article 64, § 1, paragraph 2, 3 °, 6 °, of the above-mentioned Act of May 12, 2014. The appeal suspends execution of the decision unless the FSMA decides otherwise in the case of serious risk to creditors or shareholders."
CHAPTER II. -Changes of the Code of 1992 s. income tax 83. article 2, § 1, 5 of the 1992 income tax Code, replaced by the law of August 10, 2001 and amended by the laws of the December 27, 2006, December 11, 2008 and December 21, 2013, is complemented by "g) regulated real estate company: any real estate company regulated, public or institutional, as referred to in article 2 of the Act of May 12, 2014 on companies real estate regulated.".
S.
84. in article 46, § 1, paragraph 2, of the same Code, as amended by the royal decree of 3 March 2011 implementing the evolution of the structures of supervision of the financial sector, the words "or a regulated real estate company" shall be inserted between the words "or unlisted shares" and the words "approved by the Authority's services and financial markets".
S. 85. in article 171 of the Code, as last amended by the programme act of June 28, 2013, 3 ° c is replaced by the following: "3 ° c at the rate of 15 per cent, the dividend distributed by an investment company with fixed capital referred to in articles 20, paragraph 1, and 122, § 1, of the law of August 3, 2012 on certain forms of collective management of investment portfolios" , which has for exclusive object the collective investment in the "real estate" category referred to in article 7, paragraph 1, 5 °, of the law, by a similar investment firm referred to in book 3 of the Act or by a regulated real estate company referred to in article 2, 1 °, 2 ° or 3 ° of the Act of May 12, 2014 regulated real estate companies that this investment company or company real estate regulated publicly offer its securities in Belgium or not, provided that an exchange of information by the Member State concerned is organized under section 338 or similar regulation, to the extent where at least 80 per cent of real property within the meaning of article 2, 20 ° of the royal decree of 7 December 2010 the sicafi or in relation to a real estate company regulated,

Article 2, 5 ° of the Act of May 12, 2014 regulated real estate companies, are invested directly by this investment company or by this real estate company regulated in real property located in a Member State of the EEA European and affected or intended exclusively for housing. "For the purposes of this condition, means 'dwelling' as well an individual apartment than a building for collective housing such as an apartment building or a nursing home".
S. 86. in article 185bis of the Code inserted by the Act of 27 December 2006 and as last amended by the Act of July 30, 2013, the following changes are made: a) the § 1 is replaced by the following: "§ 1."
By way of derogation from article 185, investment firms referred to in articles 15, 20, 26, 119, 122, 126 and 140 of the law of August 3, 2012 on certain forms of collective management of investment portfolio, real estate companies regulated, as well as funding agencies of pension referred to in article 8 of the Act of 27 October 2006 on the control of the institutions for occupational retirement , shall be taxable only on the total amount of abnormal or gratuitous benefits received and expenses and non-deductible expenses as business expenses other than write-downs and capital losses on shares, without prejudice however their coverage under the special contribution provided for in article 219 ".
(b) in the § 2, paragraph 2, inserted by the Act of July 30, 2013, the words "and of the regulated real estate companies" shall be inserted between the words "in the head of investment companies" and the words "referred to the § 1".
S.
87. article 202, § 2, paragraph 3, 1 ° and 3 °, of the same Code, replaced by the law of 24 December 2002, is each time completed by the words "and real estate companies regulated.".
S. 88. in article 203 of the Code, as last amended by the Act of 22 December 2009 and by the royal decree of March 3, 2011, the following changes are made: a) to the § 1, paragraph 1, 2 ° bis is inserted between 2 ° and 3 °, as follows: "2 ° bis regulated real estate firm, or a foreign company - which has as a main purpose the acquisition or the construction of buildings with a view to making available to users" , or the direct or indirect holding of participations in entities whose social purpose is similar;
-which is subject to constraints, at least to the obligation to supply a portion of its revenue to its shareholders;
-which, although subject in the country of fiscal domicile to a tax referred to in 1 °, has in it an exorbitant tax regime of the common law; ";
(b) in § 2, paragraph 2, the words "the § 1, 2 °, does not apply to investment companies" are replaced by the words "the § 1, paragraph 1, 2 ° and 2 ° bis, does not apply to dividends distributed respectively by investment companies and the companies concerned to the § 1, paragraph 1, 2 ° bis,";
(c) in paragraph 2, paragraph 4, the words "article 6, paragraph 1, 2 °, of the law of 20 July 2004" are replaced by the words "article 3, 6 °, of the law of August 3, 2012" and "article 119" shall be replaced by the words "article 140".
S. 89. article 205octies, 3 °, of the same Code, inserted by the law of 22 June 2005, is supplemented by the words "and regulated real estate companies".
S.
90. A section 210, § 1, of the Code, such as amended by the Act of 16 July 2001 and the royal decree of 3 March 2011 implementing the evolution of the structures of supervision of the financial sector, the following changes are made: has) 5 ° is replaced by the following: "5 ° in the case of approval as a Société d'investissement à capital fixed real estate by the authority of financial markets and services, with the exception of the approval as an investment company with fixed capital in real estate or shares unlisted from a company that at the time of approval, was already approved as a regulated company".
(b) § 1 is supplemented by a 6 °, as follows: "6 ° in the case of approval as a real estate company regulated by the authority of services and capital markets, with the exception of authorisation as a regulated from a company that at the time of approval, was already recognized as an investment in real estate or in unquoted shares company real estate".
S. 91. in article 211, § 1, paragraph 6, of the same Code, as amended by the royal decree of 3 March 2011 implementing the evolution of the structures of supervision of the financial sector, the words "or a regulated real estate company" shall be inserted between the words "or unlisted shares" and the words "approved by the authority of financial markets and services or who".
S. 92. in article 215, paragraph 3, 6 °, of the same Code, amended by the law of 27 December 2006, the words "or real estate companies regulated" are inserted between the words "investment portfolio" and the words "as well as pension funding agencies".
S. 93. in article 217, 1 ° of the Code inserted by the law of March 29, 2012, the words 'and 6 °"are inserted between the words" referred to in articles 210, § 1, 5 ° ' and the words ' and 211, § 1, paragraph 6 ".
S. 94. in article 231, § 2, paragraph 4, of the same Code, as amended by the law of December 11, 2008 and by the royal decree of 3 March 2011 implementing the evolution of the structures of supervision of the financial sector, the words "or a regulated real estate company" shall be inserted between the words "or unlisted shares" and the words "approved by the Authority's services and financial markets".
S. 95. article 266, paragraph 2, of the same Code, replaced by the Act of 4 July 2004, is complemented by a 4 ° as follows: "4 ° of the shares or of a real estate company regulated with the exception of those distributed by a regulated institutional real estate company referred to in article 2, 3 ° of the Act of May 12, 2014, when they - or fall within the scope of the Council Directive of 23 July 1990 (90/435/EEC) on the common system of taxation applicable" to parent companies and subsidiaries of different Member States, amended by the Council Directive of 22 December 2003 (2003/123/EC);
-are collected by a public regulated real estate company referred to in article 2, 2 ° of the Act and which are related to a shareholding of at least 10 per cent in the capital of the company which distributes them, for an uninterrupted period of at least one year. "."
S. 96. in article 269 of the Penal Code, as last amended by the programme act of June 28, 2013, the 3rd is replaced by the following: "3 ° at a rate of 15 per cent, the dividend distributed by an investment company with fixed capital referred to in articles 20, paragraph 1, and 122, § 1, of the law of August 3, 2012 on certain forms of collective management of investment portfolios" , which has sole object the collective investment in the category "immovable property" referred to in article 7, paragraph 1, 5 °, of the Act, by a company of similar investment referred to in book 3 of the Act or by a regulated real estate company, this company of investment or company real estate regulated provides publicly his titles in Belgium or not, provided that an exchange of information by the Member State concerned should be held pursuant to section 338 or similar regulation to the extent that at least 80 per cent of real property within the meaning of article 2, 20 °, of the royal decree of 7 December 2010 the sicafi or, in relation to a regulated real estate company, article 2, 5 ° of the Act of May 12, 2014 on regulated real estate companies, are invested directly by this company investment or by this real estate regulated firm in buildings located in a European economic area Member State and affected or intended exclusively for housing.
"For the purposes of this condition, means 'dwelling' as well an individual apartment than a building for collective housing such as an apartment building or a nursing home".
S.
97. article 95 of the programme act of 27 December 2012 remains applicable to real estate companies from regulated of the approval of a property investment fund company real estate regulated as referred to in chapter V. Chapter III. -Changes of the Code of tax on value added art. 98 A section 44, § 3, of the Code of value added tax, 11 ° is replaced as follows: ' 11 ° the management of collective investment undertakings covered by Act of August 3, 2012 on certain forms of collective management of investment portfolios, regulated real estate companies public or institutional referred to in article 2, 1 °, 2 ° and 3 ° of the Act of May 12, 2014 regulated real estate companies " ", and the funding of pensions bodies referred to in article 8 of the law of October 27, 2006 relating to the control of the institutions for occupational retirement provision;"
CHAPTER IV. -Changes of the Code of rights and taxes art. 99A article 120bis of the Code of duties and taxes, as amended last by the Act of 27 December 2006, a 2 ° bis is inserted between 2 ° and 3 °, as follows: "2 ° bis by regulated real estate company, any real estate company regulated, public or institutional, as referred to in article 2 of the Act of May 12, 2014 on companies real estate regulated;".
S. 100. article 121, §.

1, 1 °, of the same Code, last amended by the Act of December 28, 2011, is supplemented by the words "or a real estate company regulated;".
S. 101. article 122, 3 °, of the same Code, last amended by the Act of December 28, 2011, is supplemented by the words "or the real estate company regulated;".
S. 102. in article 1261, 2 °, of the same Code, as last amended by Act of 27 December 2006, the words ", by a regulated real estate company" shall be inserted between the words "mutual fund" and the words "or by a non-resident".
CHAPTER V.
-Changes of the Code of inheritance article 103a article 161 of the Code of inheritance, as last amended by the Act of 21 December 2007, 1 is replaced by the following: "1 ° investment companies, referred to in article 3, 11 °, of the law of August 3, 2012 on certain forms of collective management of investment portfolios, with the exception of the private privak referred to in article 140 of the Act , and regulated public or institutional real estate companies referred to in article 2, 1 °, 2 ° and 3 °, of the regulated real estate companies act of May 12, 2014; "."
CHAPTER VI. -Amendments to the law of April 19, 2014 on alternative collective investment undertakings and their managers s. 104. article 67 of the law of 19 April 2014 on alternative collective investment undertakings and their managers is replaced by the following: 'article
67. without prejudice to article 36/33 of the law of 22 February 1998, the FSMA passes to the Bank the information gathered under article 60, paragraph 1 and 63 to 66.
The bank informs the FSMA for the additional information it requires from the managers section 36/33, § 2, 3 °, of the law of 22 February 1998. The FSMA informs ESMA of therefore required additional information.
At the request of the ESMA, the FSMA imposes additional requirements for summary records. The FSMA shall forward the information referred to in this paragraph to the Bank.
The FSMA confers with the Bank in relation to the practical arrangements for the transmission of the information referred to in this article. "."
S. 105. article 73 of the Act is repealed.
S.
106. article 74 of the Act is replaced by the following: 'article 74. the FSMA must ensure that all information collected pursuant to articles 60, paragraph 1, and 63 to 67, in relation to all the managers subject to the control of the FSMA, and information collected under section 13 is made available to the competent authorities of the other Member States concerned, of the ESMA and the ESRB using the procedures provided for in article 346, §§ 1 to 5 on supervisory cooperation.
When, in the framework of its monitoring mission for the credit institutions, or based on the information received in accordance with article 67 and article 36/33 of the law of 22 February 1998, the Bank becomes aware of the fact that important for a Manager or an OPCA counterparty risk is likely to arise with respect to a credit institution , or other institutions of systemic importance in other Member States, it shall inform the FSMA. The FSMA passes this information on a bilateral basis to the competent authorities of the other Member States directly concerned, in accordance with the procedures laid down in article 346, §§ 1 to 5.
Without prejudice to paragraph 2, the FSMA informs the competent authorities of the other Member States directly concerned, in accordance with the procedures laid down in article 346, §§ 1 to 5, when she becomes aware, in the context of its monitoring mission, that a Manager or an OPCA under his control is likely to present a counterparty risk important for an establishment of systemically to another Member State. It can determine with quantitative criteria to that effect. "."
S. 107. article 75 of the Act is replaced by the following: 'article
75. § 1. Manager demonstrates to the FSMA that leverage limits for each OPCA it manages are reasonable and to respect these limits at any time. The FSMA assesses the risks that may result in the use of leverage by a Manager with respect to the OPCA that it manages. The FSMA may set limits on the level of leverage that a Manager is empowered to use or impose any restriction on the management of managed OPCA.
As part of its mission referred to chapter IV/3 of the Act of February 22, 1998, the Bank analysis the information received on the part of the FSMA, to detect systemic risks, including hazards likely to arise from the activities of managers leverage on. In this context, and without prejudice to article 36/39 of the law of 22 February 1998, the Bank can particularly recommend to the FSMA set limits on the level of leverage that managers are empowered to use or impose any restriction on the management of the OPCA managed to restrict the measurement which the use of leverage contributes to the increase of systemic risks in the financial system or risks of disorganization markets.
§ 2. The measures that the FSMA may adopt pursuant to paragraph 1 are taken only after notification to the ESMA, the ESRB and the competent authorities of the OPCA concerned through the procedures laid down in article 346, §§ 1 to 5.
The notification referred to in paragraph 1 is made at least ten working days before the date of entry into force or for renewal of the proposed measure. The notification includes the details of the proposed measure, giving substantiated reasons and specifying its date of entry into force. The FSMA may decide that the proposed measure comes into force during the period referred to in the first sentence.
If the FSMA proposes to take measures contrary to the recommendation of the ESMA referred to in article 25, paragraph 6 or 7, 2011/61/EU directive, it shall inform the ESMA in motivating his decision. "."
S. 108. article 502 of the Act, and book IV - provision on the entry into force of the provisions relating to the control of systemic risk - that is immediately, before it are repealed. "."
CHAPTER VII. -Transitional provisions - entry into force art. 109. the legal persons who, at the date of entry into force of this Act, exercised a function of Member of the legal to directors of the company or property investment fund seeking its approval as regulated real estate company or of the Manager of this company or property investment fund having adopted the form of Société en commandite par actions, are allowed to continue to exercise their current until the expiry of the mandate.
Paragraph 1 is also applicable to private companies with limited liability one-person who at the date of entry into force of this Act, were responsible for the effective management of a property investment fund.
Until the expiry of the mandates referred to in this article, article 14, § 1, 2nd paragraph, is applicable to the permanent representative of the legal person.
S. 110. article 509 of the Act is replaced by the following: 'article 509 § 1.
Investment companies that have opted for the category of authorized investments referred to in article 7, paragraph 1, 5 ° of the law of August 3, 2012 on certain forms of collective management of investment portfolios, which do not require their approval as of real estate company regulated pursuant to articles 77 and 78 of the Act of May 12, 2014 regulated real estate companies and orders and regulations for its execution remain subject, until the end of the fourth month of the entry into force of the Act, the provisions of the law of August 3, 2012 and the orders and regulations for its execution, such as in force at the date of the entry into force of this Act.
After the expiry of the fourth month of the entry into force of the Act of May 12, 2014 regulated real estate companies, investment firms referred to in paragraph 1 are required to submit an application for authorisation in accordance with part II of the Act of April 19, 2014 to collective investment undertakings and their managers and are subject to all of its provisions and the orders and regulations for its execution.
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2. Investment companies that have opted for the category of authorized investments referred to in article 7, paragraph 1, 5 ° of the law of August 3, 2012 on certain forms of collective management of investment portfolios and requesting their approval as of real estate company regulated pursuant to articles 77 and 78 of the Act of May 12, 2014 on regulated real estate companies and the orders and regulations for its execution shall remain subject to the provisions of the law of August 3, 2012 and the orders and regulations for its execution, such as in force at the date of the entry into force of this Act, the date of their authorisation as a regulated real estate company. "."
S.
111. the economic and budgetary impact of this Act is the subject of periodic evaluation.
S.
112. this Act comes into force on the date determined by the King, on the advice of the FSMA.
Promulgate this Act, order that it be under the seal of the State and published by le Moniteur.
Given to Brussels, may 12, 2014.
PHILIPPE by the King: the Minister of economy, J. VANDE LANOTTE the Minister of Justice, Ms. A. TURTELBOOM. the Minister of finance,

K. GARG sealed with the seal of the State: the Minister of Justice, Ms. A. TURTELBOOM _ Note (1) House of representatives (www.lachambre.be): Documents: 53-3497 full record: 22 April 2014 Senate (www.senate.be): Documents: 5-2860 annals of the Senate: April 24, 2014