Service 01 · Day one
Opportunity Zone fund & QOZB structure, right from day one
The structure set at formation shapes every test, filing and decision that follows. We help sponsors and their counsel design an OZ framework that holds up for a decade.
Why it matters
Most compliance problems are structural problems
Many of the most common Opportunity Zone compliance issues trace back to formation: entities that don’t fit the tests, property held at the wrong level, capital plans that can’t be documented, or exit paths that weren’t considered.
Fixing these later is slow, costly and sometimes impossible. Getting them right at the outset is one of the most valuable investments a sponsor can make.
What we do
Scope of work
Every engagement is scoped to the project. These are the areas we typically cover.
Entity architecture
Working with your counsel to map the fund, the operating business and any related entities so each one has a clear role in the compliance framework.
Tract and activity review
Confirming the project’s location and planned activities against program requirements before capital moves.
Capital deployment planning
Building the deployment plan and documentation the tests will rely on later, so timelines and spend can be evidenced.
Compliance framework design
Setting up the records, controls and calendar the project will run on from the first testing date onward.
Formation document review
Reviewing operating agreements and related documents for operational fit with ongoing compliance, alongside your legal team.
Alongside your advisors
Working with counsel, not in place of it
Fund counsel drafts and advises on the legal structure. We bring the operational and compliance view, so the structure works in practice as well as on paper.
Questions
Common questions
- What is the difference between a QOF and a QOZB?
- A qualified opportunity fund (QOF) is the investment vehicle: a corporation or partnership that must hold at least 90% of its assets in qualified opportunity zone property. A qualified opportunity zone business (QOZB) is an operating business the fund owns through stock or a partnership interest, which must meet its own business-level tests. Many sponsors use both tiers, because the business level offers tools such as the working-capital safe harbor (26 U.S.C. § 1400Z-2(d)).
- Why does structure matter so much for OZ compliance?
- Every test a fund and business face over the hold, from the 90% asset test to the business tests and new OZ 2.0 reporting, is measured against the structure set at formation. Entities that don't fit the tests, property held at the wrong level or undocumented capital plans are expensive or impossible to fix later.
- Do you replace our fund counsel?
- No. Your counsel drafts and advises on the legal structure. QOZB Management brings the operational and compliance view, so the structure works in practice for the full life of the investment.
General information, not legal or tax advice.
Further reading
Other services
- 02Ongoing Compliance & TestingMonitoring the fund and business tests continuously, so issues are caught while they can still be fixed.
- 03ReportingOrganizing the information behind required filings and keeping investors informed with clear, consistent reporting.
- 04Exit & LifecycleKeeping the project on track for its hold-period milestones and preparing for a well-documented exit.
Talk to us before the structure is set.
Whether you’re forming a new fund or bringing an existing project into compliance, we’ll tell you plainly where you stand.