Why REITs Must Pay High Dividends: The 90% Distribution Rule Explained
The high dividends that make REITs attractive are not a management choice — they are a legal requirement. To qualify as a REIT under federal tax law, a company must meet several structural tests, the most significant for investors being the distribution requirement: REITs must distribute at least 90% of their taxable income to shareholders each year.
In exchange for this mandatory distribution, REITs pay no corporate income tax on distributed income. The economics pass directly to shareholders, who pay personal income taxes on the distributions they receive. This "pass-through" structure eliminates the double taxation that standard corporations face (taxed at the corporate level on earnings, then at the shareholder level on dividends), which explains why REIT dividends yield more than equally-sized non-REIT corporations.
The practical implication:
A standard corporation earning $100M in net income might pay $30M in dividends and retain $70M for reinvestment. A REIT earning $100M in taxable income must distribute at least $90M. The remaining $10M retained (plus depreciation add-back from FFO) funds capital expenditures and acquisitions. When a REIT wants to grow beyond what retained earnings can fund, it issues new shares (equity follow-on offerings) or borrows. This explains why REITs are perpetual capital markets users — their structure prevents the cash accumulation that other businesses use for growth financing.
What qualifies as taxable income for REIT distribution purposes:
The IRS calculates REIT taxable income using rules that can differ from GAAP net income. Depreciation, a major non-cash charge, reduces taxable income below the actual cash the REIT collected. This is why FFO (Funds From Operations) — GAAP net income plus real estate depreciation, minus gains on property sales — is the standard REIT earnings metric. FFO captures actual cash earnings more accurately than reported net income.
Who qualifies as a REIT:
At least 75% of the REIT's total assets must be real estate, cash, or government securities. At least 75% of gross income must come from real estate-related sources (rents, mortgage interest, gains on property sales). At least 100 investors must own the REIT, and no five investors can own more than 50% of shares. These tests explain the property-owning business models of listed REITs — they are structurally compelled to be real estate businesses.