Guideline on the Issuance of Real Estate Investment Trusts (REITs) Units of Collective Investment Schemes (CIS)

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“). This Guideline aims to improve transparency, investor protection, governance, and regulatory oversight in Cambodia’s expanding real estate investment market. It is supplementary to the Prakas No. 035 on the Issuance of Fund Units of Collective Investment Scheme dated 30 July 2023.

In this Update, we highlight some of the key features outlined under the Guideline.

A) Permitted Investment

Real estate investment funds may invest in:

1. Real estate located inside or outside of Cambodia;
2. Listed debt or equity securities of property development companies;
3. Listed securities;
4. Government securities;
5. Deposit or financial instrument that can be traded in money market; and
6. Other investment instruments approved by SERC.

Real estate that can be the subject of investment shall fulfil the following conditions:

1. Generates income;
2. Permitted for commercial purposes in accordance with applicable law and regulations;
3. Property under construction must have a specified completion date and be supported by sale‑and‑purchase agreements or lease agreements with prospective customers, ensuring that the property will be sold or leased immediately upon completion;
4. Valued by a licensed property valuation company;
5. For property located outside of Cambodia, the fund management company shall ensure that it upholds the highest standard of fiduciary duty and adheres to ownership title requirements;
6. For investment into joint property with one or more persons, the fund shall directly invest into an indivisible ownership property or into equity or interest in a special purpose vehicle company, that is not a listed company, for the purpose of holding the property; and
7. Not be subject to contractual restrictions that restrict the exit or resale at market value or impose any additional lease obligation.

B) Rules for Investment Allocation and Divestment

To be regarded as an income-generating real estate investment, a real estate investment fund must follow certain conditions and restrictions:

1. At least 65% of the total fund assets must be invested, whether directly or indirectly, through:

• • Leasing or otherwise utilizing the real estate to generate stable income;
  • Investing in property development companies (capped at 20% of total assets), provided at least 65% of the property development company’s revenue comes from real estate activities; and/or
  • Investing in real estate projects that are under construction (capped at 10% of total assets), with sufficient working capital to complete the project without impacting fund operations.

2. At least 10% of the fund’s total assets must be invested in securities registered in the permitted securities market in Cambodia.

The Guideline also provides for certain conditions for the fund divestment.

C) Fund Operation 

The Guideline sets out the following requirements for fund operation:

1. Purchases of real estate cannot go over 110%, and sales cannot drop below 90% of the reference price points set by a SERC accredited valuer (valuation dated within six months).

2. Any deviation from these price caps requires a prior approval from the trustee company.

3. At least two-thirds of the fund unit holders must approve any purchase or sale that exceeds 5% of the fund’s net asset value.

4. Unless previously approved by the fund unit holders, related-party transactions that occur during the same accounting period are aggregated for approval purposes.

5. Unless SERC authorises a different timeline, sale and purchase agreements must be considered completed within the following timelines:

   • For a sale and purchase transaction that predates the registration of the fund with SERC: Six months from the date of registration of the fund;
   • For a sale and purchase agreement entered into after the registration of the fund with SERC and is less than 5% of the net asset of the fund: Six months after the date the sale and purchase agreement is entered into; or

   • For a sale and purchase agreement that is entered into after the registration of the fund with SERC and is higher than 5% of the net asset of the fund: Six months after the decision of the fund unit holders on the sale and purchase.

6. With regard to the invested property, the transfer of ownership must be completed within a reasonable timeline in accordance with laws and regulations in force.

7. At least 90% of the fund’s net profits must be distributed to unit holders every accounting period.

D) Leverage Limit

The fund may leverage up to 35% of its total asset value, or a higher amount if approved by SERC. Leverage includes the issuance of various financial instruments or by entering into any type of leverage contract.

E) Others 

In addition to the above, the Guideline also provides for in detail the framework covering (i) the valuation of the real property that is the subject of investment; (ii) conditions for redemptions of fund units; (iii) information disclosure of the fund; and (iv) listing of fund units in the permitted securities market in Cambodia. 

If you have any queries on the above, please feel free to contact our team members who will be happy to assist.

For regional Funds & Investment Management matters, please see Rajah & Tann Asia’s Funds & Investment Management Practice for more information.