Opportunity Zone Funds

Qualified Opportunity Zones & Opportunity Fund Formation

Greenberg Traurig (GT)’s Opportunity Zone Team advises investors, funds, sponsors, developers, and operating businesses seeking to maximize the value of Qualified Opportunity Zone benefits now made permanent and expanded under the 2025 "One Big Beautiful Bill Act" (OBBBA). These tax incentives encourage long-term investment in targeted urban and rural communities across the country. GT’s Opportunity Zone Team, which includes tax, corporate, funds, securities, and real estate lawyers, assists investors, fund managers, and businesses in identifying and structuring strategies to leverage the latest QOZ 2.0 legislation and existing guidance, which provide rolling five-year deferral periods, increased step-ups, and permanent exclusion of post-investment appreciation for long-term holdings. The new QOZ 2.0 legislation also provides enhanced incentives for rural investments and a new reporting and compliance regime applicable to all Qualified Opportunity Funds. 

Our state advocacy teams are also well versed in new designations of QOZ 2.0 census tracts beginning on July 1, 2026 by Governors of all states and territories.

We help clients identify eligible investments from Qualified Opportunity Funds (QOFs) and Qualified Rural Opportunity Funds (QROFs) and achieve compliance with new reporting requirements. 

Our OZ Team structures Qualified Opportunity Zone Businesses (QOZBs), navigating substantial improvement requirements, now reduced for rural areas, and optimizes entity planning to maximize tax benefits and subsidies for commercial projects. We represent both capital providers and project sponsors and developers in QOZB joint ventures or co-invests. 

The QOZ 2.0 program enables real estate investors, private equity, operating business investors, and venture capital firms to abate current capital gain tax liability for five years on new investments made on or after Jan. 1, 2027, and to reduce taxable gain by 10% for QOFs and 30% for QROFs for investments held for at least five years. Investors who hold QOF or QROF investments for at least 10 years can permanently exclude all post-investment appreciation, including depreciation recapture, from federal income tax. The GT OZ Team structures transactions to take full advantage of these incentives, including the new decennial QOZ designation periods and enhanced rural investment benefits.

Our areas of representation include:

• Formation and structuring of Qualified Opportunity Funds (QOFs) and Qualified Rural Opportunity Funds (QROFs)
• Advising on QOF and QROF qualification requirements under QOZ 2.0
• Formation and compliance for Qualified Opportunity Zone Businesses (QOZBs)
• Guidance on related party purchase and lease rules
• Guidance for compliance with new mandatory IRS reporting requirements
• Structuring documentation to reflect updated Treasury Regulations and QOZ 2.0 enhancements
• Executive Office Advocacy for State designations