When the 2017 Tax Cuts and Jobs Act rolled out, it brought a treasure trove of benefits for investors and businesses. From a 20% deduction for qualified business income for pass-through entities to enhanced capital investment expensing, the act redefined investment incentives. Real estate investors took extra notice of a specific provision – the opportunity zone program.

This innovative program isn’t just another tax break; it’s a potential catalyst for community transformation. By offering investors the chance to defer and reduce capital gains tax, it seeks to spur economic development in underserved communities.

With the program set to conclude in 2028, here’s what General Partners and Limited Partners need to know to leverage this investment vehicle for their real estate strategies before time runs out.

What is an opportunity zone in real estate?

Opportunity zones are areas of the country selected for targeted economic development investment. These zones typically have high poverty rates or economic distress and need job creation or property redevelopment to generate economic growth. Across the US, 8,764 census tracts received approval for specialized tax incentives to encourage private equity investment.

Real estate is the largest investment sector in opportunity zones, accounting for over 60% of the investment, according to current data. This focus on real estate development makes opportunity zones especially relevant for property investors and developers looking to combine financial returns with community revitalization efforts.

Qualified opportunity fund

Investors interested in opportunity zones use a Qualified Opportunity Fund (QOF) to make their investments. A QOF is a corporation or partnership that puts at least 90% of its money into properties or businesses within designated opportunity zones.

Most QOFs use a two-tier structure. The QOF sits at the top, with a Qualified Opportunity Zone Business (QOZB) underneath. This QOZB is usually an LLC that holds and runs the actual property or business in the opportunity zone. QOFs can invest in these QOZBs through stocks or partnership interests.

Qualified opportunity zone property

QOFs can invest in three types of assets:

  • Qualified opportunity zone business property: Tangible property used in a trade or business within the opportunity zone, such as buying an abandoned hotel and converting it into workforce housing.
  • Qualified opportunity zone stock: Stock in a domestic corporation operating a business in an opportunity zone. An example is if a QOF invests in stock shares of a startup located within an opportunity zone.
  • Qualified opportunity zone partnership interest: A partnership interest in a domestic partnership operating a business in an opportunity zone, like a real estate development partnership that is revitalizing commercial properties in an opportunity zone.

QOFs must self-certify annually by filing IRS Form 8996 to maintain their status and alignment with the program’s rules.

How are opportunity zones created?

Governors and territorial chief executives nominate potential opportunity zones based on specific criteria:

  • Low-income census tracts with a poverty rate of at least 20% or a median family income of no more than 80% of the area’s median.
  • A limited number of non-low-income tracts adjacent to low-income tracts, with a median family income not exceeding 125% of the neighboring low-income community’s median.

The Treasury Department reviewed these nominations and certified areas as qualified opportunity zones through the Internal Revenue Service. The initial nomination deadline was March 21, 2018. These certified designations last for ten years.

States could nominate up to 25% of their low-income census tracts. California leads with 879 zones, while eleven states have a minimum of 25 zones. States with the largest share of opportunity zones receiving qualified investment include DC, Oregon, Colorado, Utah, and Arizona.

Opportunity zones: Pros and cons

As with all tax incentive programs, there are pros and cons to consider:

ProsCons
  • Appreciation: Opportunity zones often have lower property prices, making initial investment more affordable. Given the investment in a zone area, property values may increase as these areas develop, leading to higher appreciation.
  • Limitations on tax incentives: Specific timelines and investment requirements govern the tax benefits, which may not align with all investors’ goals or financial situations.
  • Tax breaks: Investors in opportunity zones can defer capital gains taxes, reduce their capital gains tax liability, and potentially eliminate taxes on new gains.
  • Investment risks: Investing in economically distressed areas can pose higher risks due to potential issues like crime, poor infrastructure, or lack of economic stability.
  • Buyer’s remorse: Investors might rush into opportunity zone investments to take advantage of tax benefits without fully considering the long-term implications or thoroughly evaluating the property and area.

How does qualified opportunity fund investment provide tax deferral and savings

Opportunity zone investment offers tax deferral and potential savings on capital gains. With qualified opportunity funds, you can defer paying taxes on capital gains until December 31, 2026, or when you sell your QOF investment, whichever comes first. If you invest now through December 31, 2028, and hold the investment for at least 10 years, any new gains from the QOF investment itself become tax-free upon sale.

Here’s an example of how it works:

In 2024, a taxpayer sells some tech stocks, realizing a $100,000 capital gain. The opportunity zone program gives them 180 days to reinvest this gain into a qualified opportunity fund. They choose to invest the full amount in a fund focused on revitalizing distressed communities, deferring taxes on the gain.

The taxpayer’s investment timeline looks like this:

  • 2026: The investor pays capital gains tax on their original $100,000 gain per the program requirements.
  • 2034: After holding the investment for 10 years, the QOF stake has grown to $150,000. The taxpayer decides to sell. Thanks to the program’s long-term benefit, they owe no taxes on the $50,000 appreciation.

QOFs can also serve as alternatives to other tax strategies:

  • 1031 exchange: QOFs provide more flexibility in investment options and remove the pressure of meeting strict timelines for reinvesting in like-kind properties.
  • Installment sale: Opting for a QOF allows for the deferral of the entire capital gains tax until 2026 and the possibility of tax-free appreciation if held for 10 years versus the staggered tax payments of an installment sale.
  • Charitable remainder trust: Investing in a QOF can potentially yield higher financial returns and give more direct control over investments. It also offers better tax incentives than the charitable deductions and income stream a CRT provides.

The opportunity zone program is open to a wide range of investors, including individuals, partnerships, trusts, estates, or corporations.

Where are opportunity zones located?

The qualified opportunity zones include urban and rural areas throughout all 50 states, Washington D.C., and U.S. territories.

Metropolitan areas account for 75% of the zones. Urban development projects here address challenges like poverty, unemployment, housing shortages, and infrastructure decay. Real estate investment areas include affordable housing, various types of commercial property, and retail development.

Nearly 25% of opportunity zone investments are in rural areas. These zones tackle issues such as declining agriculture and manufacturing industries and the departure of young people seeking better opportunities elsewhere. Many rural opportunity zone investments focus on renewable energy projects, small business development, and improving access to essential services like healthcare and education.

How to find an opportunity zone

The U.S. Department of the Treasury provides an interactive map that allows users to search for opportunity zones by address, city, or state. Additional information can be found on the StatsAmerica website and through the Internal Revenue Service.

Most states also have resources and databases detailing the state or territory’s opportunity zone strategy within their jurisdictions. A few examples are:

  • California: The Governor’s Office of Business and Economic Development (GO-Biz) provides a list of California’s opportunity zones.
  • New York City: The New York City’s Citizens Housing And Planning Council features an interactive map of the city’s opportunity zones.
  • Texas: The Texas Economic Development And Tourism website provides a map and details about opportunity zones across the state.

What if I live in one?

Approximately 35.2 million people reside in opportunity zones across the United States. For these residents, living in one of these zones can bring both potential benefits and challenges to their communities.

On the positive side, residents might see improvements in local infrastructure, housing, and business development. Property values in these areas could increase over time and benefit homeowners through appreciation.

However, these changes can also present challenges. Some communities may experience gentrification and increased living costs. Residents might also notice shifts in neighborhood character as new businesses and residents move into the area.

How to invest in an opportunity zone

General partners and limited partners who want to take advantage of the qualified opportunity zone program should research eligible property just like you would any other real estate investment.

GP projects in qualified opportunity zones

For GPs who want to create opportunity funds in an economically distressed community, the process includes the following:

Project selection and planning

Begin by selecting an area with strong growth potential that aligns with your expertise and goals. Conduct thorough market research to understand local demographics, economic trends, and competition. Then, develop a comprehensive business plan that addresses community needs while maximizing investment potential.

Local regulations

Meet with local authorities to understand zoning laws, land use regulations, and community development goals. Build relationships with key stakeholders, including city planners, economic development officials, and community leaders.

Prepare for and participate in public hearings to gain community support and necessary approvals.

Project development

Secure all required permits and approvals from local building departments. Consider partnering with local contractors and suppliers to boost community engagement and potentially access additional incentives.

Implement a phased development approach to manage risk and demonstrate progress to investors.

Funding and compliance

Structure your project as a qualified opportunity fund or partner with an existing QOF. Develop a clear investment strategy that outlines how you’ll meet the 90% asset test and other opportunity zone requirements.

Create a compliance system to track and report on your investment, verifying you maintain eligibility for tax benefits.

Investor relations

Develop your investment narrative highlighting your project’s financial potential and community impact. Create materials that explain the tax benefits to potential investors.

Once you’ve onboarded investors, investor management software to:

LP investments in qualified opportunity funds

For passive investors, choose and evaluate a qualified opportunity fund that aligns with your investment goals. Review areas like:

  • Investment types: Consider funds investing in various property types like multifamily housing, mixed-use properties, retail centers, or self-storage spaces. Look for QOFs that offer diverse investments across multiple opportunity zones to mitigate risk.
  • Management team: Research the fund’s management team and their track record in real estate development and investment.
  • Due diligence: Review the fund’s financial statements, funding sources, and overall financial stability. Confirm that the fund complies with all regulatory requirements to receive preferential tax treatment for your investment.

Conclusion

Opportunity zones represent a unique intersection of real estate investment and community development. The program offers a compelling option for both GPs and LPs looking to diversify their portfolios while making a positive impact.

Success in opportunity zone investing isn’t guaranteed. It requires careful planning, thorough due diligence, and a clear understanding of the program’s rules and timelines. If you’re developing a project or investing in a QOF, be sure to weigh the potential tax benefits against the risks of investing in economically distressed areas.

The opportunity zone program may not be for everyone, but it could offer a path to both financial returns and meaningful community impact. As the clock ticks towards 2028, now’s the time to take a closer look and decide if opportunity zone investing has a place in your real estate strategy.