On 19 January 2026, the Securities and Exchange Regulator of Cambodia (SERC) issued Guideline No. 004/26 on the Issuance of Real Estate Investment Trusts (REITs) Units of Collective Investment Schemes (CIS) (“Guideline”). The Guideline implements Prakas No. 035 dated 20 July 2023 on the Issuance of CIS. It establishes a clearer regulatory framework governing investment scope, leverage, valuation, and dividend distribution requirements applicable to REITs in Cambodia.
REITs are a type of trust operated under CIS that pools investors’ funds to invest in income-generating real estate. It offers investors with an alternative to traditional investment mechanism, enabling access to large-scale property investments with small capital, while allowing the property developers to mobilize investment capital for real estate development projects.
Key Highlights:
- Permitted Investments and Limitations
a. Eligible Assets
- Real estate located in Cambodia or abroad
- Debt and equity securities in property development companies;
- Listed securities, government securities, deposits, and other SERC-approved instruments.
b. Investment Requirements
SERC requires REITs to comply with the following conditions and limits:
i. Real Estate Investments
At least 65% of the REIT’s total asset value must be invested, directly or indirectly, in real estate through:
- Leasing or profiting from completed real estate that generates stable income; and/or
- Up to 20% in property development companies that generate at least 65% of income from real estate business in the most recent financial period;
- Up to 10% in properties under construction.
ii. Investment in Permitted Securities
Minimum 10% of total assets must be invested in securities listed on permitted securities markets.
2. Leverage Restrictions
REIT leverage is capped at 35% of total asset value, inclusive of: issuance of financial instruments; and any agreements that create debt or leverage exposure. Any leverage beyond this threshold requires approval from SERC.
3. Mandatory Immovable Property Valuation
- Transaction valuation is required for all acquisitions and disposals of immovable property.
- Annual valuation of all immovable property in REIT’s portfolio is mandatory.
- Appraisal companies must be changed every three years, unless otherwise approved by SERC.
4. Dividend Distribution
REITs are required to distribute at least 90% of net profit during the financial period to unit holders as dividends, which must be made in cash and/or other SERC-approved forms.
5. Listing and Other Key Activities
REITs may be listed as a public fund on permitted securities markets. The Guideline further regulates: conditions and documents required for unit issuance; asset divestment conditions; units buyback mechanisms; and disclosure and reporting obligations to unit holders.
6. Practical Implications
a. For Investors
- The framework favors income-oriented;
- Mandatory distributions and leverage limits provide predictability and downside risk mitigation; and
- Overseas real estate investments are permitted, subject to regulatory and valuation scrutiny.
b. For Developers
It clarifies the regulatory framework for REITs in Cambodia, highlighting requirements on information disclosure, funds governance, and performance monitoring.
For additional information, please contact our legal experts.
ING Sophealeak LAY Kimhorng
Managing Partner Senior Associate
+855 12 884 656 +855 69 769 696
ing@anant-lawfirm.com lay@anant-lawfirm.com
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