Real Estate Corporate Wrapper Transactions

At Protopapas, we are regularly instructed in Real Estate Corporate Wrapper Transactions. While a pure property asset transaction involves the direct transfer of property rights from the seller to the buyer, a Real Estate Corporate Wrapper Transaction involves the acquisition or disposal of a corporate entity (usually the entire issued share capital in a limited liability company) as a means of accessing or acquiring property assets, often offering additional strategic and financial advantages to the buyer. We undertake such transactions for entities which are registered in England as well as those outside the jurisdiction, usually with the assistance of our internationally based associated law firms and also specialist tax advisors.

Key aspects of such transactions:

• Real Estate Corporate Wrapper Transactions usually involve the acquisition or disposal of a corporate entity (such as a company or partnership) holding one or more property assets. The relevant corporate entity is usually a non trading entity which only holds the property asset but in each case, the property asset is held within the corporate entity, along with potentially other assets or liabilities.
• Such transactions often offer benefits such as tax efficiencies, ease of transfer, and asset protection.
• Legal considerations extend beyond property law to include corporate law, tax law, and regulatory compliance related to both property and corporate aspects.
• The parties involved include not only the buyer and seller but also the shareholders or partners of the corporate entity, and legal and financial advisors specializing in both property and corporate matters.
• There is also often a need to involve specialist Warranties & Indemnities insurance to insure against the various warranties which a seller is providing to the buyer on completion. This is especially so where the target entity and/or seller is based outside of the English jurisdiction.