The Philippine Securities and Exchange Commission has exposed for comment a draft memorandum circular that would revise the implementing rules for the Real Estate Investment Trust (REIT) Act of 2009. The proposals update key definitions and disclosure requirements, adjust allowable investment parameters (including overseas investments and joint venture structures), and refine the minimum public ownership and sponsor/promoter reinvestment framework. Under the draft, “income-generating real estate” is broadened to cover a wider set of predictable, recurring income streams (including, among others, rentals, toll and user fees, ticket sales, parking and storage fees) while excluding properties held primarily for sale. The definition of “public shareholder” would exclude, among others, persons acquiring ten percent or more of the REIT’s shares for the purpose of gaining substantial influence, and “infrastructure projects” would include both government and privately initiated projects. REIT Plan content requirements are expanded to include additional operating and lease data, disclosure of material non-ordinary-course transactions, detailed related interest disclosures, enhanced information on the property manager and fund manager (including fees and governance), use-of-proceeds timetables, and pro forma financial statements including net asset value metrics. On investments, at least seventy-five percent of deposited property must be in income-generating real estate, with a floor of thirty-five percent in income-generating real estate located in the Philippines, while overseas income-generating real estate would be capped at forty percent and require special SEC authority; joint venture investments would need to be held via an unlisted special purpose vehicle with specified distribution and REIT control protections. Minimum public ownership remains tied to listed status and a one-third public float across at least 1,000 public shareholders (each holding at least 50 shares), but a temporary drop below one-third would be permitted for approved property-for-share exchanges if a restoration plan is delivered and executed within six months, with disclosure and potential sanctions for non-restoration. The reinvestment provisions would be implemented via listing rules requiring a sponsor/promoter Reinvestment Plan and undertaking to reinvest specified proceeds into Philippine real estate and/or infrastructure projects within a period stated in the draft as “one (1) year two (2) years,” alongside new Exchange and SEC information-sharing timelines with the Department of Finance; the fund manager reporting requirement is also updated to require annual submission of a three-year investment strategy by 31 December. Written comments are requested on or before 3 December 2025. As drafted, the revisions would take effect fifteen days after complete publication in the Official Gazette or in at least two newspapers of national circulation.

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