도심복합개발사업의 활성화를 위한 리츠(REITs) 법제 개선 방안 연구: 「부동산투자회사법」과 「도심 복합개발 지원에 관한 법률」의 정합성을 중심으로 = A Study on the Legislative Improvement of REITs for Activating Urban Complex Development Projects ― Focusing on the Regulatory Coherence between the Real Estate Investment Company Act and the Act on the Support of Urban Complex Development ―

다국어 초록 (Multilingual Abstract)

The Act on the Support of Urban Complex Development (hereinafter the "Urban Complex Development Act"), which took effect on February 7, 2025, statutorily designated entrusted-management Real Estate Investment Trusts (hereinafter "REITs") as project implementers under Article 14, Paragraph 1, Item 6. This statutory designation, however, has not been accompanied by corresponding systemic coordination with the Real Estate Investment Company Act (hereinafter the "REITs Act"). The present study systematically examines the textual-level coherence problems that persist between these two statutes and proposes concrete legislative improvements to resolve them. The study distinguishes itself from prior scholarship by focusing on actual conflicts between specific statutory provisions rather than on macro-level normative policy discussion.
The methodology of this study combines three analytical techniques: (i) a direct comparative reading of the relevant provisions of both statutes; (ii) interpretation of related tax tribunal decisions, particularly Tax Tribunal Decision Jo-Sim 2023-Seo-10849; and (iii) an evaluation of the regulatory impact of the Project REITs scheme, which came into effect on November 28, 2025 under the newly added Article 26-4 of the REITs Act, as well as the forthcoming Article 97-10 of the Restriction of Special Taxation Act, scheduled to take effect on January 1, 2026.
The analysis identifies five distinct layers of structural conflict between the two statutes. First, Article 14, Paragraph 1, Item 6 of the Urban Complex Development Act lacks an explicit reference to Project REITs, thereby generating interpretive uncertainty regarding whether Project REITs qualify as statutory implementers.
Second, a regulatory gap exists between the dual restrictions on in-kind contributions under Articles 5(2) and 19(1) of the REITs Act and the in-kind contribution structure presupposed by the Enforcement Decree of the Urban Complex Development Act, resulting in a temporal inconsistency between statutory prerequisites. Third, the decision-making authority of the General Assembly of Landowners under the Urban Complex Development Act and that of the Shareholders' Meeting under the REITs Act overlap in unresolved ways,without any statutory rule for prioritization or procedural coordination in the event of conflicting resolutions.
Fourth, the absence of statutory regulation on the fees paid to service providers generates conflict-of-interest risks specific to the entrusted-management REITs structure, particularly where the Asset Management Company (AMC) selects its affiliates as service providers. Fifth, neither statute establishes clear standards for the allocation of rights in non-residential assets or procedures for the conversion of Project REITs into rental REITs upon completion of development. At the root of these five conflicts lies the structural tension between the nature of REITs as financial institutions subject to capital-market regulation and their procedural role as public-law project implementers subject to urban development regulation.
Based on this analysis, this study proposes five corresponding legislative improvements, conceived as an integrated reform package rather than as isolated amendments. The proposals are: (i) explicit statutory recognition of Project REITs under Article 14, Paragraph 1, Item 6 of the Urban Complex Development Act, accompanied by a corresponding amendment to the Enforcement Decree to reflect the distinctive regulatory structure of Project REITs; (ii) stable institutionalization of tax deferral on in-kind contributions through close linkage with the forthcoming Article 97-10 of the Restriction of Special Taxation Act, along with a special provision tailoring the in-kind contribution restrictions of the REITs Act to the context of urban complex development; (iii) statutory demarcation of authority between the General Assembly of Landowners and the Shareholders' Meeting, employing the...