A Real Estate Investment Trust (REIT) cannot operate without a licensed REIT manager appointed to run it. This is a distinct CMA licence category from the REIT structure itself, and one that is easy to conflate with general real estate fund management, so this article deals only with the manager licence, not the separate process of registering the REIT scheme. This article sets out what the REIT manager licence specifically requires.
The Governing Regulations
REIT managers are licensed under the Capital Markets (Real Estate Investment Trusts) (Collective Investment Schemes) Regulations, 2013, together with the Capital Markets (Corporate Governance) (Market Intermediaries) Regulations, 2011. This is a different regulatory instrument from the general Capital Markets (Licensing Requirements) (General) Regulations, 2002 that governs stockbrokers, investment banks, and most other CMA intermediaries, which is why the application form and some requirements differ in detail even though the underlying governance structure is broadly the same.
Documentation Requirements
An application is made on Form 3, not Form 1, in duplicate. It must be accompanied by a certified certificate of incorporation, certified memorandum and articles of association authorising the REIT management business, unaudited accounts for the accounting year ending no earlier than six months before the application, and audited accounts for the preceding two years where applicable.
Capital Requirement
The minimum paid-up capital for a REIT manager is Kshs. 10,000,000. This is materially lower than the stockbroker threshold of Kshs. 50,000,000 and far below the investment bank threshold of Kshs. 250,000,000, putting it closer to the capital bar for a CMA money manager. Unlike stockbrokers and investment banks, the REIT manager checklist we reviewed does not specify a separate liquid capital requirement expressed as a percentage of liabilities; the Kshs. 10,000,000 paid-up capital figure appears to be the only fixed capital threshold stated.
Business Plan and Governance
The application requires a business plan and details of management structure, including the same board composition standard applied across CMA-licensed intermediaries: a minimum of three directors, at least a third natural persons and at least a third independent and non-executive, no more than a third close relations of one another, and a non-executive chairman, with no director holding more than two directorships in market intermediaries unless they are subsidiaries or holding companies of each other. A directors’ declaration, company secretary details, and shareholding structure disclosure, including ultimate beneficial ownership of corporate shareholders and any trusts, are also required.
The applicant must disclose the name and competencies of the chief executive and describe its operating system, specifically including dealing infrastructure suitably located and equipped to carry out REIT management operations effectively. This operational emphasis is distinctive to the REIT manager checklist and reflects that a REIT manager is directly responsible for day-to-day asset and portfolio management decisions, not simply oversight.
Staffing requirements again follow the standard pattern: chief financial officer, risk management officer, compliance officer, and internal audit function, with the chief financial officer and internal auditor required to be ICPAK members and the internal auditor barred from also holding the compliance officer role. A board charter addressing strategic oversight, delegation, conflicts of interest, and risk monitoring is required, along with a standalone risk management framework, which the checklist lists as a requirement in its own right separate from the board charter’s risk provisions.
Supporting Documentation
One letter of bank reference, two letters of business reference, comprehensive CVs for directors and key personnel, duly executed Fit and Proper forms, and police clearance certificates for directors and key personnel round out the application, matching the standard supporting-document package required across most CMA intermediary licences.
I-REIT and D-REIT: Why the Manager’s Scope Needs to Match the Trust Type
Kenya’s REIT regulations distinguish between an Income Real Estate Investment Trust (I-REIT), which invests in completed, income-generating property, and a Development Real Estate Investment Trust (D-REIT), which invests in property development and construction projects. A REIT manager’s competencies, staffing, and operating systems need to genuinely match whichever type, or combination, the trust is structured as. A manager whose team and systems are built around managing completed income-producing assets is not automatically well positioned to manage a development-stage REIT, which involves construction risk, contractor management, and project financing considerations that a pure income-asset manager may not have demonstrated experience in. When we review REIT manager applications, mismatch between the manager’s demonstrated track record and the trust type it proposes to manage is one of the more substantive issues the CMA is likely to probe, distinct from the numeric capital and governance checklist items.
The Manager’s Relationship With the Trustee
A REIT structure involves at least three distinct parties: the REIT scheme itself, a licensed REIT manager responsible for investment and operational decisions, and a trustee responsible for safeguarding scheme assets and overseeing the manager on behalf of unit holders. The REIT manager licence application needs to be considered alongside this wider structure, since the CMA is assessing the manager not in isolation but as one part of a governance system meant to protect investors. A common structuring question we get is whether the manager and trustee can be related parties or share personnel; the safer and more defensible answer is to keep the two functions genuinely independent of one another, since the trustee’s supervisory role is meant to be a real check on the manager, not a formality between related entities.
Application Fee
The current application fee stated in the CMA’s REIT manager checklist is Kshs. 2,500, consistent with the stockbroker and investment bank checklists and with the fee schedule confirmed when researching online forex broker licensing.
REIT Manager Versus the REIT Structure Itself
It is worth being precise about what this licence covers. Registering a REIT as a collective investment scheme, and licensing the entity that manages it, are two separate steps, and a promoter needs both before a REIT can actually launch. A common structuring mistake is treating REIT manager licensing as a formality that follows automatically once the REIT itself is approved, when in practice the manager’s own capital, governance, and operational infrastructure need to independently satisfy the CMA before the structure can go live.
How This Fits the Wider Landscape
For the broader real estate investment structuring picture, including how REITs compare to joint ventures and special purpose vehicles, see our guide on real estate investment structures in Kenya. For the wider CMA licensing landscape, see our overview of Capital Markets Authority licensing in Kenya.
How We Can Help
Clay & Associates Advocates advises on REIT manager licensing applications, on structuring the relationship between the REIT manager, the trustee, and the underlying REIT scheme, and on matching the manager’s demonstrated track record and staffing to whether the trust is structured as an I-REIT, a D-REIT, or both. Contact our regulatory and compliance team to discuss an application.
Sources: Capital Markets (Real Estate Investment Trusts) (Collective Investment Schemes) Regulations, 2013; Capital Markets (Corporate Governance) (Market Intermediaries) Regulations, 2011; Capital Markets Authority, REIT Manager compliance checklist.
