Rollovers | Contribution in Kind | Asset Swap
We are building a Spain-first contribution-in-kind path for owners of high-value destination real estate who do not want the only serious answer to be a hard sale. Our initial focus is the Balearic Islands, with phase one limited to Spanish assets and Spanish structuring routes.
We built this path for two owner types: families who love the house but want a smarter succession, liquidity and management path; and professional investors who want to roll a real estate asset or PropCo position into a larger institutional platform. In both cases, you exchange a single asset for units or shares in a managed vehicle, subject to valuation, tax review and fund documentation.
Owner Economics
You can sell the property, keep carrying it alone, or convert it into a professionally managed position with us. The facts that matter are concrete: Spanish tax timing, the 3% non-resident sale mechanism, SOCIMI rules, valuation discipline, operating yield, investor reporting, and whether your family can keep using value created by the asset.
1
A non-resident sale can bring capital gains tax, plusvalía and a 3% payment-on-account at closing. A qualifying Spanish contribution may defer latent gain and avoid sale-like cash drag where the structure is properly documented.
2
Instead of holding one private asset with no natural market, you receive units or shares based on valuation, debt and due diligence. Reporting, distributions, lock-up and transfer mechanics are defined in the documents.
3
The platform can take over positioning, booking demand, guest quality, rate management, hospitality standards, maintenance, reporting and community activation instead of leaving you to manage a luxury rental asset like a private side project.
4
Yield does not have to remain an abstract number. Subject to the rules, it can be taken as distributions, reinvested into additional assets, or used to book Crays stays and experiences across the curated network.
Vacation Rental Demand
If your villa qualifies, we can position it for our global Crays community: investors, founders, business nomads, creators, builders and premium travelers who want places to stay, work, meet and live. That is different from simply listing a house on another rental platform. The asset becomes part of a branded hospitality and community layer.
For you as an owner, this is the operational case behind the rollover: Mallorca has record destination demand, scarce prime stock and a luxury market where location, quality and usage determine value. We add the missing layer: professional marketing, technology-enabled access and a global community that can create repeat demand for the right properties.
We handle brand positioning, owner-approved availability, content, community activation, booking demand, pricing discipline and guest qualification. You keep investment exposure while the asset receives a professional go-to-market layer.
The Nomads layer points toward one member identity, token-gated access concepts, digital room-key logic, messaging, feedback loops, rewards, payment rails and reporting. For owners, that means demand can be coordinated instead of left to fragmented channels.
Your owner-use logic becomes explicit: take liquidity, reinvest into assets, or use generated yield to book stays and experiences. The property can keep working economically while your family gains a governed path back into the Crays network.
Sell, Hold or Contribute
Our Spain rollover path becomes compelling when tax timing, valuation, operating uplift and owner-use rules are documented inside the SOCIMI / REIT stack better than a standalone sale or private hold.
Structure Logic
The U.S. UPREIT idea is useful only as an analogy: property is exchanged for a continuing ownership interest instead of cash. In Spain, we execute the asset-swap logic through a SOCIMI / REIT stack using aportación no dineraria, PropCo or share roll-in mechanics, Spanish SPVs and the Chapter VII tax-neutrality regime where your facts support it. The decisive question is how your specific asset enters the SOCIMI stack with valuation, economic reasons and formalities documented.
Luxembourg Villa Master Fund + Spanish SOCIMI
For our Spain strategy, the asset-swap solution is the REIT route: our Luxembourg Villa Master Fund establishes and controls the Spanish SOCIMI as the Spanish rental real-estate layer for qualifying assets. For you as an asset owner, the advantage is not only the SOCIMI label. It is the ability to exchange a single property into a documented fund position with valuation, governance, professional operation, distribution logic and future liquidity mechanics.
SOCIMI is our Spanish platform solution. The question we answer with you is how your asset enters the SOCIMI stack: direct contribution in kind, PropCo roll-in, share exchange or another legally documented step. The regime offers 0% Spanish corporate income tax at vehicle level when the rules are met, but it also brings minimum capital, listing or MTF admission, 80% asset and income tests, rental permanence, distribution duties and shareholder-tax checks.
Fact: when SOCIMI requirements are met, the Spanish REIT vehicle applies 0% Spanish corporate income tax at vehicle level. Your benefit: more operating result can remain available for distributions, reserves, reinvestment and asset improvements, subject to shareholder taxation and the fund documents.
Fact: the Luxembourg Villa Master Fund sits above the Spanish SOCIMI and organizes capital, governance, investor reporting, financing strategy, unit or share classes and exit mechanics. Your benefit: you roll into a structured portfolio position, not an informal property club.
Fact: you contribute Spanish real estate or a PropCo position into our Crays SOCIMI stack and receive units or shares. Your benefit: the transaction can be built as an asset swap with independent valuation, legal approvals, tax-neutrality analysis and documented economic reasons.
Fact: a normal non-resident sale can trigger capital gains tax, plusvalía and the 3% payment-on-account mechanism. Your benefit: a documented capital contribution into a Spanish resident company can fall outside ordinary Model 211 withholding and may defer latent gain if the neutrality regime applies.
Fact: the SOCIMI must keep at least 80% of assets in qualifying rental real estate or qualifying holdings and at least 80% of income from rents or qualifying dividends. Your benefit: your property enters a disciplined rental portfolio, not a loose mixed-use holding company.
Fact: SOCIMIs must distribute 100% of qualifying dividends, 50% of qualifying real estate disposal gains and 80% of other profits under the statutory regime. Your benefit: distribution policy becomes part of the REIT discipline, not a vague management promise.
Fact: a SOCIMI must be admitted to trading on a regulated market or multilateral trading facility. Your benefit: there is a more credible basis for valuation, disclosure, transfer windows, future secondary liquidity and institutional investor entry, even though day-one liquidity should not be assumed.
Fact: the regime requires at least €5 million share capital and a 3-year leasing or holding logic for qualifying real estate and holdings. Your benefit: the platform must be built for durable rental ownership, not short-term flipping of contributed family assets.
Launch Scope
Mallorca and the Balearics combine scarce prime supply, international ownership and proven destination demand. Starting here keeps tax, legal, operations and owner-use proof in one Spanish market before scaling.
Many families, entrepreneurs and professional investors already own Balearic assets through private or company structures. The market is relationship-driven, emotionally charged and hard to replicate from the outside.
In the first phase, we intend to offer this only for Spanish assets and Spanish structuring paths. That keeps the legal, tax, and operational scope disciplined at launch.
The target pool prioritizes licensed, rent-ready luxury properties that can support hospitality-grade operations and a clear owner-use calendar without weakening investor discipline.
Our immediate ambition is to assemble roughly 15 to 20 properties with a target launch volume of at least €50 million.
How It Works
We review your holding form, asset quality, title, rental-license status, family-use expectations and whether your property is realistically suitable for the Spain-only phase-one pool.
Independent valuation, debt, CapEx, historic costs and your current sale alternatives define the economic baseline before we propose any contribution route.
We structure with counsel how your asset enters our Crays Spain SOCIMI stack: direct asset contribution, PropCo roll-in or share exchange, plus the Chapter VII neutrality path where your facts support it.
We document your units or shares, any cash component, lock-up, transfer windows, distributions, owner-use rights, amenities and reporting.
Once legal, tax and operating approvals are complete, your asset moves into the platform and you become an investor with documented rights.
Key Questions
You contribute property, or shares in a property-holding company, to our Spanish SOCIMI / REIT stack and receive units or shares instead of only cash. We select the technical route case by case: direct contribution, PropCo roll-in or share exchange. Our Spanish platform solution is the SOCIMI structure. It must be supported by independent valuation, due diligence, corporate approvals and tax advice.
No. Spain does not have a simple automatic U.S.-style UPREIT rollover for every owner. The best case is usually tax deferral, not tax elimination. If your facts support the Spanish tax-neutrality regime, latent gains may not be recognized at contribution. The tax basis and holding history often remain important for the your later exit.
A non-resident cash sale of Spanish real estate can bring capital gains tax, plusvalía and a 3% payment-on-account mechanism at closing. A qualifying contribution into the capital of a Spanish resident company may avoid that sale-like 3% payment-on-account and may defer the latent gain, where the legal and tax facts support it. Every case needs its own Spanish tax opinion.
A sale gives certainty and liquidity, but it can also end upside, trigger tax friction and leave the family with cash instead of a continuing real-estate position. A contribution can keep capital invested, diversify you into a portfolio, professionalize management, create distribution potential and open future liquidity mechanics through units, shares, transfer windows or market access, subject to the fund documents.
You would typically receive units or shares based on agreed net asset value, debt, transaction terms and due diligence. A cash component may be possible in some cases, but too much cash can change the tax analysis. The documents must also define distributions, governance, lock-up, transfer rules, reporting and exit mechanics.
Potentially, but not informally and not as if nothing changed. Once a fund or vehicle owns the asset, private use must follow a documented owner-use and member booking framework. That can include preferred booking rights, use of distributions or yield for stays, and access to Crays Villas services, but it must respect the rental calendar, pricing rules, tax rules, SOCIMI requirements and fund documents.
The lifestyle layer can be meaningful: preferred access to Crays stays, concierge, chefs, stocked homes, cars, private aviation coordination, boat and yacht access, housekeeping, butler services and curated local experiences. The bigger shift is that you can move from one family house to a broader network of professionally serviced homes.
Yes, there can be several. SOCIMI assets generally need to satisfy a 3-year leasing and holding logic. Separately, your units or shares may be subject to contractual lock-ups, transfer restrictions, redemption windows or market liquidity limits. There should be no assumption of day-one liquidity unless the documents explicitly provide it.
The professional case is less emotional but just as strategic. A contribution can turn a directly held property or PropCo stake into a bankable, reportable portfolio position. It can also support asset-light planning, succession, financing, portfolio allocation, governance and eventual transferability better than one privately managed property.
The clearest first fit is Spanish luxury real estate, especially Balearic assets with clean title, strong location, license clarity, documented CapEx, professional rental potential and a hospitality profile that can survive institutional due diligence.
Common blockers include missing tax-neutrality requirements, weak economic reasons, title or license problems, valuation disagreement, owner-use conflicts, unresolved plusvalía or non-resident tax issues, shareholder restrictions, excessive debt, and economics that do not justify the structure.
No. We intend this model to start in the Balearic Islands and, in its initial phase, we intend to offer it only within Spain. International expansion, if it comes later, would require separate legal and structuring work in each jurisdiction.
Execution Discipline
Before signature, the file must prove asset quality, valuation, tax route, owner-use rights, lock-up and exit mechanics.
Review owner status, contribution classification, neutrality-regime fit, plusvalía, 3% payment-on-account mechanics, shareholder taxation and anti-abuse risk.
Establish independent NAV, debt treatment, cash or unit mix, transfer limits, lock-up, redemption windows, distribution policy and any future market access.
Confirm title, licenses, CapEx records, insurance, maintenance needs, revenue potential, hospitality readiness and whether owner-use can fit the operating plan.
Define reporting, distributions, governance, booking access, concierge services, amenities and communication standards so you understand the new position.
Start with the right question
The answer depends on the asset, holding form, tax position, family-use goals, liquidity needs and time horizon. The right first step is a confidential owner review, not a generic promise.
This page is for informational purposes only and does not constitute legal, tax, accounting, investment, or securities advice. Any contribution-in-kind, asset swap, or UPREIT-style structure requires individual review by qualified Spanish and international advisers before execution. No claim is made of guaranteed tax deferral, liquidity, valuation uplift, personal-use rights or market access.
