Updated on January 2026

Investment vehicle

  • Limited Partnership
  • Real Estate Investment Trust (REIT)
  • Special Purpose Acquisition Company (SPAC)

1. Form

Limited Partnership

  • Contractual

Real Estate Investment Trust (REIT)

  • Public Company (corporation) or Trust (contractual)

Special Purpose Acquisition Company (SPAC)

  • Public Company

2. Tax Treatment

Limited Partnership

  • Transparent

Real Estate Investment Trust (REIT)

  • REITs are exempt from capital gains in respect of the disposal of its immovable property, shares in another REIT or shares in a controlled property company REITs can claim, as a deduction, distributions made to its shareholders

Special Purpose Acquisition Company (SPAC)

  • SPACs are subject to ordinary corporate taxes

3. Transfer Tax

Limited Partnership

  • Securities transfer tax (0.25%) on portfolio company disposals
  • Capital gains tax (at ranging between 18% and 36%) or income tax (at a marginal rate) could apply to the carried interest earned by the fund manager or general partner

Real Estate Investment Trust (REIT)

  • The transfer of shares in a REIT is exempt from securities transfer tax
  • Investors will only pay capital gains tax when the REIT share is sold, dividends withholding tax does not apply to distributions to South African investors
  • If the recipient of a dividend is a non‐resident investor, the dividend will remain exempt from income tax but dividends withholding tax may apply (depending on the relevant double taxation agreements)

Special Purpose Acquisition Company (SPAC)

  • Securities transfer tax (0.25%) on portfolio company disposals.
  • Investors may incur capital gains tax (on exit) and dividends withholding tax (at 20%) on dividends/ Distributions.

4. Listable

Limited Partnership

  • No

Real Estate Investment Trust (REIT)

  • Yes

Special Purpose Acquisition Company (SPAC)

  • Yes

5. Open- or closed-ended

Limited Partnership

  • Usually closed-ended
  • May be used on an open-ended basis for suitable asset classes such as infrastructure and primary agriculture

Real Estate Investment Trust (REIT)

  • Open-ended

Special Purpose Acquisition Company (SPAC)

  • Closed-ended

6. Regulatory Supervision

Limited Partnership

  • The Financial Sector Conduct Authority regulates the fund managers

Real Estate Investment Trust (REIT)

  • Subject to requirements of the Companies Act, 2008 (Companies Act) and requirements of the relevant exchange
  • Subject to oversight by the South African Revenue Service

Special Purpose Acquisition Company (SPAC)

  • Subject to the requirements of the Johannesburg Stock Exchange.
  • Subject to requirements of the Companies Act, 2008 (Companies Act). 
  • Subject to oversight by the South African Revenue Service.

7. Investor Restrictions

Limited Partnership

  • Yes, no retail investors. The investors are high-net worth individuals and institutional investors

Real Estate Investment Trust (REIT)

  • None

Special Purpose Acquisition Company (SPAC)

  • Yes. The minimum capital to be raised by a SPAC is R500 million for a listing on the Main Board of the JSE and R50 million for a listing on the Alternative Exchange (AltX) of the JSE

8. Pros

Limited Partnership

  • Limited liability for investors
  • Familiar investment vehicle for international investors
  • Tax transparent

Real Estate Investment Trust (REIT)

  • Liquidity for investors, favourable tax treatment
  • Provides exposure to a diversified portfolio of properties, reducing the risk associated with direct property investment

Special Purpose Acquisition Company (SPAC)

  • SPACs minimise operating business risks; it is an effective way of creating currency for M&A transactions.
  • The cost of going public is significantly lower than a traditional IPO.
  • SPACs allow for a broader base of investors and have built in regulatory safeguards to protect all parties to the deal.
  • SPACs may not obtain debt financing for reasons other than to facilitate an acquisition.

9. Cons

Limited Partnership

  • Restricted investor base

Real Estate Investment Trust (REIT)

  • Extensive regulation
  • Highly dependent on the health of the real estate market, which can be affected by factors like interest rates, property values, and economic conditions
  • Exposure to stock market volatility, which can impact their share price

Special Purpose Acquisition Company (SPAC)

  • A company applying for a SPAC listing may not undertake any commercial or business operations.
  • If the SPAC fails to complete the acquisition(s) within a set timeframe (generally two years), funds must be returned to investors.
  • SPACS don’t require the same level of due diligence as traditional IPOs.

10. Best Used For

Limited Partnership

  • Private equity funds

Real Estate Investment Trust (REIT)

  • Real estate investment

Special Purpose Acquisition Company (SPAC)

  • Mergers and Acquisitions

Disclaimer: “Information in this guide for any particular country or topic may have been subject to change since the date to which it was prepared”