Qualified Opportunity Fund (QOF) & Qualified Opportunity Zone Business (QOZB) Legal Services
Since 2019, our Opportunity Zone attorneys have represented Qualified Opportunity Funds (QOFs) and Qualified Opportunity Zone Businesses (QOZBs) in transactions totaling more than $1 billion in deployed capital. We provide end-to-end legal counsel from structuring and formation of the QOF and QOZB through ongoing compliance and operational guidance designed specifically for the complexities of the Opportunity Zone (OZ) regulations. As we transition from OZ 1.0 to OZ 2.0 it is important to have the guidance of experience OZ attorneys.
Opportunity Zone transactions require more than entity formation. They demand precise statutory interpretation, disciplined compliance systems, and coordination among tax advisors, fund managers, developers, and investors. We deliver practical, business-focused legal solutions grounded in deep OZ experience. We approach OZ compliance as every securities law firm should, with an understanding that every QOZB deal starts with securities offering.
Whether you are launching a new fund, a new QOZB, restructuring an operating business, or navigating complex compliance issues, we provide sophisticated, strategic counsel tailored to the Opportunity Zone ecosystem.
We advise sponsors, RIAs, family offices, developers, and private equity managers on the formation and structuring of Qualified Opportunity Funds, including:
- Entity selection and structuring (LLC, LP, series structures)
- Drafting operating agreements and limited partnership agreements
- Carried interest and promote structuring
- Capital raise structuring and investor onboarding
- Preparation of private placement memoranda (PPMs) and subscription documents
- Securities law compliance (Reg D, Reg S, Blue Sky considerations)
- Self-certification mechanics and Form 8996 compliance strategy
- 90% asset test planning and capital deployment timelines
- Reinvestment and working capital safe harbor structuring
- Exit and liquidity structuring, including asset and interest sales
Our approach integrates tax, securities, and fund governance considerations from the outset, reducing risk and creating alignment between sponsors and investors.
We represent operating businesses and real estate ventures seeking to qualify as QOZBs, ensuring compliance with the statutory and regulatory requirements, including:
- Entity formation and restructuring to meet QOZB qualification standards
- Tangible property qualification and original use/substantial improvement analysis
- 70% tangible property test compliance
- Working capital safe harbor planning and documentation
- 50% gross income test structuring and operational analysis
- Related-party transaction review
- Lease structuring within Opportunity Zones
- Business line structuring to avoid prohibited businesses
We work closely with management teams, developers, and tax advisors to implement practical structures that support operational realities while preserving compliance integrity.
Opportunity Zone compliance is not a one-time event. We provide ongoing legal support to both QOFs and QOZBs to mitigate risk and maintain qualification, including:
- Ongoing compliance reviews and testing calendar implementation
- Annual and semi-annual compliance support (including asset tests)
- Documentation of working capital safe harbors
- Fund governance and amendment management
- Investor communications and disclosure updates
- Transaction structuring for acquisitions, refinancings, and dispositions
- Compliance audits and risk assessments
- Preparation for IRS inquiries or investor due diligence
Our goal is to create defensible compliance frameworks that stand up to scrutiny from investors, auditors, and regulators.
