Buying a unit at an aparthotel is a model of ownership of a particular property: an investor buys a room, an apartment or a house, transfers it to a management company and receives income from exploitation, but in this model, the investor does not usually run the hotel business, it depends on the management company, the terms of the contract, the loading of the facility and the transparency of reporting.
There's another model, which is participation in a project company, where you create a specific project for a hotel, glamping, bath complex, medical center or service facility, a special joint stock company, where investors invest money, get shares, and become co-owners of the business, and their income is formed not as a rent payment by one number, but as a participation in the company's profits, and this is another level of the investment product: money is converted into shares, and the investor receives not only economic interest, but also corporate rights.
1. Unit and shares of project JSC are different products
A unit is a property or a right to a particular property; an investor buys a room, an apartment, a house or a studio; he can use the property himself, put it into management and receive payments from operation; this model is well understood by the private investor because he sees a physical object: "this is my room," "this is my house," "this is my apartment."
The shares of the project JSC are not a specific number. These are the shares in the company that owns the project or manages it. For example, Glamping Ulagan JSC, Aparthotel Katun JSC, Avatar Bath Complex JSC, Altai Medical Center JSC, Glamping Karakol Lakes JSC are created, the investor buys shares of such a company and becomes a co-owner of the business.
The difference is fundamental. The unit owner earns from the operation of a specific property. The shareholder of a project JSC earns from the result of the entire company: accommodation, restaurant, bath, medical programs, rental, transfers, excursions, corporate races, events and other services.
2.Why a resort project needs a model of a project AO
You can't build a resort town just by selling units. Units work well for accommodation: aparthotels, hotel rooms, modular homes, glamping houses. But the resort ecosystem has many properties that are hard to break down into individual units.
A bath complex, a restaurant, a medical unit, a swimming pool, a tour service, a rental appliance, a horse center, a transfer company, a service center, a lecture hall, a health school, a glamping network and a management company all work better as a single business, and it has total revenue, total expenses, team, brand, operating model and profit.
It makes more sense for these things to start project companies, and the investor is not in a single room, but in a business, and that allows you to raise money for specific parts of the resort ecosystem, without eroding the entire large project and turning every service into chaotic private property.
3. How the project JSC works
The model could be this: a specific project is a separate, nonpublic company, and it has its charter, its shareholders, its management, its settlement account, its business plan, its budget, its assets, its contracts, its accounting records, its profit distribution rules.
For example, a glamping company for 40 houses is created, and this company attracts investments, concludes a contract for land or lease of a site, builds a facility, hires an operator or management team, receives revenue from guests, incurs expenses, generates profits and distributes it to shareholders in the form of dividends, if so decided by the general meeting.
The same approach can be applied to a hotel, bath complex, medical center, restaurant, transport service, glamping network, routes and service facilities.
The main advantage is that each investment block is clear: it has its own budget, its own economy, its own risks, its own shareholders, its own reporting and its own governance mechanism.
4.How an investment platform can be used to raise money
In Russia, attracting investments through investment platforms is regulated by Federal Law No. 259-FZ “On attracting investments using investment platforms”, the law establishes the procedure for the operation of investment platforms, requirements for operators, disclosure of information, investment and persons who attract investments.
Investments through the platform can be made in different ways: the rules of one of the investment platforms disclosed through the Bank of Russia explicitly state that investment can take the form of a loan or by purchasing securities provided for by Federal Law 259. This is crucial: the platform can be used not only for lending to businesses, but also for purchasing securities, including shares, if the structure complies with the law.
For a resort project, this opens up a clear design: a project JSC is created under the object. The investment platform organizes investor attraction; investors transfer money through the platform and receive shares or other envisaged instrument; then the project JSC implements the object, and investors participate in profit and corporate governance within their rights.
5. How is this model different from conventional crowdfunding
Crowdfunding is often seen as a crowd fundraising, but an investment platform is a more rigorous design in the legal sense. According to T-J, in modern crowdinvesting, an entrepreneur raises money through a platform, and investors receive a share in a project or a share of a profit, with legal entities or entrepreneurs being able to attract investment after regulation, and sites are required to check projects and borrowers.
For a serious resort development, it is important not to use the everyday rhetoric of “slip to glamping”, you need to speak professionally: a project company is created, shares or other investment vehicle are issued, information is disclosed, the investor takes investment risk, and the project is managed in a corporate form.
It builds trust, and the investor understands that he's not in a verbal arrangement or a promise of return, but in a legal structure with documents, rights and accountability.
6. International and Russian logic of SPV
Real estate investments often use SPV, a special project company for a specific asset, to separate one project from another, so if one object is a hotel, another one is glamping, a third is a bath complex, a fourth is a medical center, then everyone can have their own project company, their own balance sheet and their own investors.
In the Russian commercial real estate market, this logic is already used. Forbes in a special project on crowdfunding in real estate explained the platform model: ownership of the property is issued on the SPV, a specially created joint-stock company whose shares are purchased by investors; rental income is distributed proportionally to the share, and participants get access to reporting through their personal account.
For Altai, this is a very suitable model. One large resort city can consist of several project companies: an aparthotel, a glamping joint-stock company, a bath complex, a medical center, a tour service joint-stock company, a transport joint-stock company, and a management company joint-stock company, which allows investors to be attracted point-by-point rather than sell them an abstract share in everything.
7.What the investor receives in the project JSC
The investor receives the shares, the shares give him rights that the unit owner in an aparthotel does not normally have: the right to participate in the general meeting of shareholders, to vote on issues within his or her share, to receive information, to participate in the distribution of profits through dividends, to sell the shares in the manner prescribed by law, bylaws and shareholders agreement.
It doesn't mean that a minority investor will run a hotel every day, but it still has to be run by a professional team, but it gets corporate status, and it's not just a client of the management company, it's a co-owner of the project company.
For many investors, this is an important difference: the purchaser of a unit often depends on how the MC calculates income, and the shareholder of a project joint-stock company can require corporate reporting, participate in decisions, control key issues through the charter, shareholder agreement and management bodies.
8.How profits are distributed
The profits in the project JSC are distributed not as a rent payment per unit, but as a result of the company's work. First, the project receives revenue. Then it pays for the expenses: staff, utilities, taxes, maintenance, marketing, repair, depreciation, land lease, payments to operators, bank expenses and other liabilities.
Dividends are not paid automatically, but by the decision of the company in the manner prescribed by corporate law and company documents, this should be honestly explained to the investor.
This is the difference between a unit: the unit model is psychologically closer to a lease: every month or quarter, the owner waits for a payment; the shareholder model is closer to the business: profit depends on the company's performance, development strategy and decisions of management.
9 What projects are better to do through the AO
Through a project JSC, it is especially logical to make objects where income is created by a common business model, not a specific number.
Glamping: Land, houses, reservations, service, routes, transportation, food, seasonality and branding are important, and it's possible to share each house among individual owners, but it's often more difficult to manage a single standard.
Bath complex. It can't be conveniently divided into units. It's a single service business: tickets, rent, procedures, bathers, fonts, massages, cafes, recovery packages.
It requires a license, personnel, equipment, programs, responsibility and a single operating model, and ownership through a separate AO is more understandable than trying to split a medical unit into private chunks.
Tour and transportation services: This is revenue from routes, transfers, vehicles, guides, snowmobiles, boats, quads, horses, helicopter delivery and other activities.
Restaurant or service center: These facilities generate revenue from the entire territory and serve guests of various hotels, apart complexes and glampings.
10.What projects are better to do through units
The unit model is strong where the investor wants to own a particular property: Aparthotel, hotel rooms, modular houses, cottages, studios, villas, glamping houses – all of which can be sold as units if the property is legally and operationally properly decorated.
The advantage of a unit is clarity. The investor sees the object and knows what he owns. He can come in himself. He can put the unit in control. He can count on the income from exploitation. He can emotionally perceive the purchase as "my place in the Altai."
But a unit does not always give you the right to participate in the business of the entire resort. If the restaurant, medicine, bath, routes and transfers are owned by other companies, the unit owner may not be able to profit from these services, even if they create the attractiveness of the entire territory.
Therefore, a mixed model is needed for a resort city: units for accommodation; project JSCs for services, infrastructure and individual business areas.
11.The main advantage of the project JSC for the resort city
A project JSC allows you to raise capital for a specific object without selling the entire territory and without transferring control to random participants. The land owner and the project initiator can retain strategic management, and investors can offer understandable shares in specific businesses.
For example, investors can enter a JSC glamping 50 houses; other investors can enter a JSC for a bath complex; others can enter a JSC for a medical center; a developer builds aparthotels and sells units; a management company links everything into a single system; a landowner participates through land, rent, share or partnership.
As a result, the resort city is growing not with one capital, but with many investors, developers and specialized operators, which is especially important in large areas of Altai, where it is difficult for a single owner to finance the entire scale on their own.
12.The main risk of the project JSC
A project JSC is a business risk. The investor must understand that the stock does not equal the bank deposit and is not equal to the guaranteed lease. If the project does not reach the load, the costs will be higher, the operator will be weak, the seasonality is stronger than expected, or construction will increase, dividends may be below forecast or absent.
Therefore, you can't sell the shares of a project JSC as "guaranteed returns," but it should be sold as a business participation with a clear model, transparent reporting, documents, risks and the possibility of value growth.
Advertising promises of 30-40% per annum for hotels and glampings, which are found in the open market, should be taken extremely cautiously. There are projects on the market that claim high returns for hotels and glamping, for example 35-45% per annum, but such indicators require separate financial verification and should not be used as a baseline for a serious investment proposal.
For your model, it is better to build trust not on aggressive promises, but on professional transparency: budget, revenue, expenses, scenarios, risks, management, reporting, investor exit.
13. What should be in the documents of the project JSC
A strong model requires more than just a charter and a share issue; it requires a full package of documents.
The Charter shall determine the governing bodies, shareholders’ rights, decision-making procedure, competence of the general meeting, the board of directors or supervisory body, the procedure for disclosure of information and the basic rules of the company’s work.
The shareholder agreement should establish the rights and obligations of key participants: who manages, what decisions require consent, how profits are distributed, what restrictions are on the sale of shares, how exits occur, what to do in a conflict, how minority investors are protected.
The investment memorandum should explain the project: land plot, legal model of the land, budget, terms, team, operator, load forecast, cost structure, risks, profitability scenarios, tax model and the procedure for using the attracted funds.
The contract with the operator should show who manages the object, what commission it receives, what indicators it is responsible for, how reporting is formed and under what conditions the operator can be replaced.
Without these documents, the project JSC will look not as an investment tool, but as an opaque scheme.
14.How to use an investment platform in the Altai resort development
For Altai, an investment platform can become a tool for packaging individual projects, such as not raising money in an abstract resort city, but sequentially bringing specific investment blocks to the platform.
One is glamping for 30-50 houses in a strong natural location. The second is a bath complex and a year-round water area. The third is an aparthotel or service building. The fourth is a health center. The fifth is a tour company. The sixth is a network of hard-to-reach glampings with air delivery.
Each block has a separate economy; it's easier for an investor to understand what it's in; it's easier for a developer to sell a project; it's easier for a landowner to maintain control of the overall strategy; it's easier for a management company to link all the objects into a single system.
This is the financial architecture of the resort ecosystem.
15.Than a project JSC is better than a simple loan
The investment loan is simpler. The investor gives the money, the project pledges to pay back the amount and the interest, but the loan does not allow the investor to participate in the growth of the value of the business. It receives a fixed income if the project is able to pay. For the developer, the loan creates a debt burden.
The equity of a project company makes a different logic: the investor becomes a co-owner; if the project grows, the value of the company and the shares can rise; the profits can be distributed by dividends; the investor participates in corporate rights; for the project, it is not debt in the classical sense, but capital.
But stocks are more risky than loans, because there is no repayment requirement, like a loan agreement, so the choice of instrument depends on the project. Short-term construction sometimes requires a loan. Long-term ownership of a hotel, glamping or service business is more logical than stocks.
16 How to explain it to an investor
Investors need to be explained simply and honestly.
In a unit model, you buy an object, a room, an apartment, a house, you can use it yourself. When you don't use it, the property is rented out through the management company. You earn income from the placement under the management contract. Your main risk is the load, the costs, the CR, the seasonality and the condition of the object.
In a project AO model, you don't buy a number, you buy shares in a company. It creates and operates a specific business: a hotel, glamping, a bath complex, a medical center or a service. You participate in the company's profits and get corporate rights. Your main risk is the result of the business, the quality of management, costs, demand and development strategy.
Both models are needed. One is for those who want a personal property in Altai. The other is for those who want to participate in business.
17. How to explain it to a developer
The developer needs to show the project JSC as a way to expand financial instruments.
Unit sales finance the placement. Project JSCs finance services. Investment platform expands the investor base. Management company connects the facilities; landowner creates the site platform; medical operator creates the reason for the arrival.
This is not a single facility, but an investment system, where a developer can build aparthotels, investors can buy units, private investors can enter into the shares of project companies, specialized operators can create services, and the territory is gradually turning into a resort city.
It's more than just looking for one big investor for the whole project, and you can assemble a big project from a few easy-to-understand investment modules.
18 Role of the management company in the project JSC model
A project AO does not replace a management company, but rather makes it even more important: a company can own a facility, but someone must manage it professionally: sell, serve guests, count revenue, control expenses, maintain a standard, keep records and develop demand.
In some cases, the management company can be a separate business, and it can manage several properties: aparthotels, glampings, baths, medical programs, routes, and this can become a stand-alone asset of the resort city.
But it is important to avoid conflicts of interest: if the management company belongs to the initiators of the project, and investors are part of separate joint-stock companies, you need to transparently prescribe the Commission of the Criminal Code, reporting, KPI, the right to replace the operator, cost limits and control by shareholders.
19 Why this model is especially important for Altai
Altai requires large territories, strong services, a medical core, routes, glamping, transport logistics and managed growth. One developer will not be able to build hotels equally well, manage medicine, develop horse routes, make restaurants, water zones, baths, snowmobile programs, helicopter glamping and international marketing.
So you need an ecosystem of participants. The land belongs to one owner; the apartheid to the developer; the management to the UK; the medical operator; the glamping to the individual project company; the bath complex to the individual project company; the routes to the specialized operator; the investors to the different blocks.
Project JSCs allow to assemble such a system legally and financially.
20.The practical conclusion
The investment platform and the project JSC give the resort development a new tool: it's not a replacement for unit sales, it's the next level. Units allow private investors to own real estate. Project JSCs allow investors to own a piece of business. A resort town needs both models.
The bottom line is that unit ownership gives the investor real estate and management income, and ownership of the shares of a project JSC gives the investor business participation, corporate rights, and the ability to profit from the entire economy of a particular project.
The investment platform and the project JSC allow for new ways to attract capital to hotels, glampings and service facilities in Altai. In the classical model, the investor buys a unit, transfers it to the management company and receives income from the placement, which is understandable, but it is limited to a specific object and dependence on the Criminal Code.
In the project JSC model, the investor buys shares in a company created for a specific project: a hotel, glamping, a bath complex, a medical center, a tour service or a service facility. The money is converted into shares. The investor becomes a co-owner of the business, receives corporate rights and can participate in the distribution of profits.
This model is particularly important for Altai resort towns, where accommodation can be developed through unit sales, and services, medicine, glampings, baths, routes and transportation can be developed through individual project companies, and this creates not disparate real estate, but an investment ecosystem where each property has its own economy, its investors, its own reporting and its place in the overall strategy of the territory.