Rollovers | Contribution in Kind | Asset Swap

Contribute your
Spanish property
without walking away
from its future.

We offer a Spain-first review path for owners of high-value destination real estate who want to explore an alternative to a simple sale. The first focus is the Balearic Islands, with Spanish assets reviewed through Spanish legal, tax and fund documentation before any transaction can move forward.

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Property-for-units route Balearics launch Spain-only first phase Documented owner-use framework

Rollover Decision Map

One asset, eight decisions, one clearer path.

This section is a practical owner review. It shows when a family or professional investor may be able to contribute a property into a Crays-managed structure instead of selling it, holding it alone or continuing to operate it privately. We review the owner goals, asset quality, valuation, tax and legal route, operating plan, evidence file and future access rights before any rollover, units or shares are considered.

Owner Proposition

Keep the upside. Reduce the burden.

An asset rollover is not only a transaction structure. It is a way to stop carrying a high-value property alone and start reviewing it as capital, access and hospitality potential inside the Crays ecosystem.

The path is designed for two owner types: families who want succession, liquidity and professional management options; and professional investors who may want to contribute a real estate asset or PropCo position into a larger platform. Any exchange for units or shares depends on valuation, eligibility, tax review, legal advice and fund terms.

Family asset Keep a connection without carrying it alone

Professional asset Turn one property into a bankable portfolio position

Core mechanism Contribution in kind for units or shares

Decision lens Better than sell, hold, or manage alone

Confidential asset, owner and family-use review

Legal, tax and fund route reviewed with qualified advisers

Potential units or shares only if documentation and approvals support it

This is not a promise of a tax-free exit. Each case depends on title, valuation, ownership history, local taxes, valid economic reasons and specialist review.

Owner Economics

Your real decision is what the property should become next

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, sale friction, Spanish vehicle rules, valuation discipline, operating potential, investor reporting and whether your family can keep a documented connection to value created by the asset.

Ocean-view villa interior prepared for premium stays

Beach dinner and community lifestyle experience

Preserve more investable capital when deferral is available

A sale can create immediate tax and cash-flow friction. A qualifying contribution may offer different timing or economic outcomes, but only where the owner facts, legal route and documentation support that result.

Turn one illiquid property into a documented portfolio position

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.

Let us market and operate the property as a premium stay

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.

Use yield as liquidity, reinvestment or real-world access

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

Your property should not just sit in a fund.
It should enter our demand engine.

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.

Global Crays community Tech-enabled booking and access Yield utility for owners

Luxury villa interior connected to the Crays stay network

Private chef and hospitality service layer

Crays members and investors in a premium community setting

15.7m Mallorca visitors in 2025 support destination demand.

€7,370 Average 2026 asking price per sqm in the market study.

~2% Prime sea views and luxury pools are each only a small slice of supply.

13% New-build share highlights structural scarcity.

Marketing and distribution become a platform function

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.

Technology standards support access, trust and repeat usage

Our member layer points toward identity, access, messaging, feedback, rewards, payment tools and reporting. For owners, that means demand can be coordinated instead of left to fragmented channels.

Yield utility connects returns with the life your family still wants

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

The real question is not only price. It is what happens after the transaction.

Cash and capital as a symbol of a direct sale — Cash exit

Contribution in kind from one property into a managed position with us

Turquoise Mallorca cove representing portfolio lifestyle upside — Portfolio upside

Decision Point

Direct sale

Standalone hold

Our rollover path

Cash result

Usually maximum cash at closing, but you exit the future upside.

No sale proceeds and no new liquidity path.

Units or shares can replace a hard cash-only exit; any cash component is negotiated case by case.

Tax timing

Capital gains tax, local taxes and non-resident payment mechanics can come into focus immediately.

No transfer event yet, but no tax-engineered reinvestment either.

Where the contribution qualifies, latent gain may be deferred rather than fully triggered at day one.

Exposure and upside

You are out after closing.

You remain tied to one asset only.

You remain economically exposed to a professionally managed platform position.

Family and lifestyle use

Usually ends unless separately agreed with the buyer.

Full control remains, with all cost and responsibility.

Continues only through a documented booking and member-access framework, subject to fund, tax and rental rules.

Governance and liquidity

Simple, but final.

Private and flexible, but illiquid.

Governance, reporting, lock-ups, transfer windows and future liquidity mechanics are written into the documents.

The Spain rollover path becomes compelling only when valuation, operating potential, investor documents, owner-use rules and legal or tax analysis make more sense than a standalone sale or private hold.

Structure Logic

A Spanish contribution route built
for owners who want portfolio exposure

The U.S. UPREIT idea is useful only as an analogy: property may be exchanged for a continuing ownership interest instead of cash. In Spain, any contribution path must be reviewed under local law, valuation, ownership history, vehicle rules and tax advice. The decisive question is whether your specific asset can enter a documented platform route with a clear economic reason and proper approvals.

Owner level Private owner, family office or PropCo contributes property or shares

Spanish operating ring Spanish SL / PropCo holds title, licenses, liability and operations

Spanish REIT layer Our Spanish SOCIMI is the asset-swap and rental portfolio layer

Fund layer Our Luxembourg Villa Master Fund sits above as capital, governance and investor-reporting layer

Owner consideration Units or shares with distributions, lock-up, transfer and exit rules

Luxembourg Villa Master Fund + Spanish SOCIMI

Our Luxembourg Villa Master Fund establishes
the Spanish SOCIMI as our asset-swap engine

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 vehicle label. It is the ability to review a single property for a documented fund position with valuation, professional operation, distribution logic and future liquidity mechanics.

The question we answer with you is how your asset could enter a Spanish platform route: direct contribution in kind, PropCo roll-in, share exchange or another legally documented step. Vehicle-level tax, listing, asset tests, rental permanence, distribution duties and shareholder-tax checks must all be reviewed before any owner should rely on a specific outcome.

Dramatic Balearic coastline near Deia — Balearic scarcity

Luxury beach dinner and hospitality setting — Hospitality yield

Premium rooftop pool and city destination demand — Premium demand

Vehicle-level tax rules must be reviewed before they are relied on

Fact: Spanish real estate vehicles can have specific tax rules and requirements. Your benefit depends on whether the asset, owner facts, vehicle structure and documentation support the intended treatment.

The Luxembourg Villa Master Fund gives you an institutional counterparty

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.

Contribution in kind can be an alternative to a simple cash sale

Fact: an owner may contribute Spanish real estate or a PropCo position into a documented platform route and receive units or shares. Your benefit depends on independent valuation, legal approvals, tax analysis and documented economic reasons.

Spanish sale friction is reviewed at the transaction level

Fact: a sale can trigger taxes, withholding mechanics and local transaction costs. Your benefit is that the alternatives are reviewed before signing, not assumed in marketing copy.

80% asset and 80% income tests keep the portfolio real-estate focused

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.

Mandatory distributions make cash-flow discipline visible

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.

Listing or MTF admission creates market discipline

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.

€5m capital and 3-year permanence protect seriousness

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.

How It Works

A private owner conversation
with institutional-grade documentation

Outdoor terrace and hospitality operating environment — Hospitality operations

Luxury lounge and nightlife venue — Guest experience

Sailboat anchored by the Mallorca coastline representing destination demand — Destination demand

Confidential screening

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.

Valuation and sale benchmark

Independent valuation, debt, CapEx, historic costs and your current sale alternatives define the economic baseline before we propose any contribution route.

SOCIMI execution route

We structure with counsel how your asset could enter the platform route: direct asset contribution, PropCo roll-in, share exchange or another documented approach where your facts support it.

Term sheet and rules

We document your units or shares, any cash component, lock-up, transfer windows, distributions, owner-use rights, amenities and reporting.

Closing and platform onboarding

Once legal, tax and operating approvals are complete, your asset moves into the platform and you become an investor with documented rights.

Execution Discipline

Know the file before you sign

Before signature, the file must prove asset quality, valuation, legal and tax route, owner-use rights, lock-up and exit mechanics.

Luxury lounge interior for premium guest experience — Premium positioning

Luxury villa interior suited for platform operations — Asset quality

Legal and tax opinion

Review owner status, contribution classification, local taxes, withholding mechanics, shareholder taxation and anti-abuse risk.

Valuation and transaction terms

Establish independent NAV, debt treatment, cash or unit mix, transfer limits, lock-up, redemption windows, distribution policy and any future market access.

Asset and operating diligence

Confirm title, licenses, CapEx records, insurance, maintenance needs, revenue potential, hospitality readiness and whether owner-use can fit the operating plan.

Investor and owner experience

Define reporting, distributions, governance, booking access, concierge services, amenities and communication standards so you understand the new position.

Key Questions

What you should have answered before
you take the concept seriously

What is the legal solution in plain English?

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.

Is this tax-free?

No. Spain does not have a simple automatic U.S.-style UPREIT rollover for every owner. Any possible deferral depends on the asset, owner, holding structure and Spanish tax analysis. The tax basis and holding history often remain important for the later exit.

What is the best-case tax advantage versus selling?

A cash sale of Spanish real estate can bring tax friction and closing mechanics. A contribution route may be more efficient in some cases, but only where the legal, valuation and tax facts support it. Every case needs its own Spanish tax opinion.

Why is this financially better than simply selling the house?

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.

What do I receive in return for my property?

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.

Can my family still use the house?

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.

Which amenities can matter to an owner?

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.

Are there minimum holding periods or lock-ups?

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.

What is different for a professional investor or family office?

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.

Which properties fit first?

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.

What can break the deal?

Common blockers include weak restructuring facts, 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.

Is this already available outside Spain?

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.

Start with the right question

Would your property create more value inside the Crays portfolio than as a standalone asset?

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.

Discuss My Property Explore the Platform

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.

Contribute your Spanish property without walking away from its future.

One asset, eight decisions, one clearer path.

Keep the upside. Reduce the burden.

Your real decision is what the property should become next

Preserve more investable capital when deferral is available

Turn one illiquid property into a documented portfolio position

Let us market and operate the property as a premium stay

Use yield as liquidity, reinvestment or real-world access

Your property should not just sit in a fund.It should enter our demand engine.

Marketing and distribution become a platform function

Technology standards support access, trust and repeat usage

Yield utility connects returns with the life your family still wants

The real question is not only price. It is what happens after the transaction.

A Spanish contribution route builtfor owners who want portfolio exposure

Our Luxembourg Villa Master Fund establishesthe Spanish SOCIMI as our asset-swap engine

Vehicle-level tax rules must be reviewed before they are relied on

The Luxembourg Villa Master Fund gives you an institutional counterparty

Contribution in kind can be an alternative to a simple cash sale

Spanish sale friction is reviewed at the transaction level

80% asset and 80% income tests keep the portfolio real-estate focused

Mandatory distributions make cash-flow discipline visible

Listing or MTF admission creates market discipline

€5m capital and 3-year permanence protect seriousness

Why Mallorca and the Balearicscome first

A market you already understand

Spain-only initial offer

Asset profile

Target first pool

A private owner conversationwith institutional-grade documentation

Confidential screening

Valuation and sale benchmark

SOCIMI execution route

Term sheet and rules

Closing and platform onboarding

Know the file before you sign

Legal and tax opinion

Valuation and transaction terms

Asset and operating diligence

Investor and owner experience

The lifestyle layer belongs here because owners should receive more than a transaction.

Open the Great Door to Luxury, Location, and Investment

Brochure & Presentation

Own dream destinations and make the investment improve your life

Stay connected to the lifestyle value of the asset.

Keep the asset story alive.

Real-world access

Ownership with clearer rules.

Professionalize the exposure

Team Experience layer

Vacation lifestyle solution

Crays Vacation Experiences

Consistent quality, exceptional service, and a superior product.

Everything around the stay should feel handled before the guest asks.

Private Chefs

Private Jets

Tailored Experiences

Pre-Arrival Stocking

Exotic Cars

Helicopters

Butler Concierge Services

Journey with us across capital, lifestyle, and destination hubs.

Our way to explore the world together

What you should have answered beforeyou take the concept seriously