What is a Qualified Opportunity Zone (QOZ) Fund?

The terminology around this program can get a little confusing, so let’s start with some definitions:

  • Qualified Opportunity Zone (QOZ): A QOZ is an economically distressed community where new investments, under certain conditions, may be eligible for preferential tax treatment. Localities qualify as QOZs if they were nominated for that designation by a state, the District of Columbia, or a U.S. territory, and that nomination was certified by the Secretary of the U.S. Treasury via their delegation of authority to the Internal Revenue Service (IRS).
  • Qualified Opportunity Fund (QOF): A QOF is an investment vehicle that files either a partnership or corporate federal income tax return and is organized for the purpose of investing in QOZ property.

When we refer to a “Qualified Opportunity Zone (QOZ) Fund,” we are referring to a “Qualified Opportunity Fund (QOF).”

Likewise, when we refer to an “Opportunity Zone,” we are referring to a QOZ. Although the terms are similar, it’s essential to understand their distinct usage and meanings.

What is the purpose of a QOF?

Created by the Tax Cuts and Jobs Act of 2017 to incentivize investment in underinvested communities, the purpose of the QOF program is to address various economic and social problems by using tax incentives to encourage investment in designated low-income communities across the United States.

These areas, known as “Opportunity Zones,” have historically faced significant challenges in attracting investment, creating jobs, and stimulating economic growth.

QOZ Funds offer tax incentives to investors who put their capital gains into businesses and projects in Opportunity Zones, incentivizing investment in these areas and potentially spurring economic development. The funds aim to solve several problems, including:

  1. Lack of Investment: Many low-income communities have struggled to attract investment, as investors may view these areas as high-risk or lacking potential returns. QOZ Funds provide tax benefits to investors, making investing in Opportunity Zones more attractive and helping boost economic activity.
  2. Limited Job Opportunities: The lack of investment in Opportunity Zones has often led to a lack of job opportunities for residents. By encouraging investment in businesses and projects in these areas, QOZ Funds can help create new jobs and stimulate local economic growth.
  3. Decaying Infrastructure: Some Opportunity Zones may have aging or deteriorating infrastructure that can discourage investment. QOZ Funds can provide the capital needed to improve infrastructure, such as roads, bridges, and public transportation, making these areas more attractive to businesses and investors.

Can you invest capital gains in Opportunity Zones?

In short: Yes, you can! Investors who have realized capital gains from selling any asset (such as stocks, real estate, or other assets) can invest those gains in a QOZ Fund and potentially even double their after-tax returns over more traditional investments!

There are some qualifications, however.

For example, there is a time limit: To defer tax on an eligible gain, you must invest in a QOF in exchange for equity interest (not debt interest) within 180 days of realizing the gain. In general, if you don’t defer the gain, the gain would be recognized for federal income tax purposes on the first day of the 180-day period.

Additionally, there are filing requirements: You must meet annual investor reporting requirements if you hold a qualifying investment in a Qualified Opportunity Fund at any point during the tax year. You must file annually Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments with your timely filed federal tax return (including extensions).

Finally, eligible gains include both capital gains and qualified 1231 gains, but only if the gains are:

  • Recognized for federal income tax purposes before January 1, 2027, and
  • Not from a transaction with a related person.

In general, qualified 1231 gains are gains reported on Form 4797, Sales of Business Property.

You can also transfer property other than cash as an investment in a Qualified Opportunity Fund. However, a transfer of non-cash property may result in only part of the investment being eligible for Opportunity Zone tax benefits (that is, a qualifying investment). Specifically, the amount of gain you defer is limited to the basis of the contributed property, even if you transfer property with a greater value.

What are the benefits of investing capital gains in Qualified Opportunity Zone Funds?

Investing in a QOF can provide a range of potential benefits for investors, including:

  1. Deferral of Capital Gains Taxes: One of the primary benefits of investing in a QOZ Fund is the deferral of capital gains taxes. Investors can defer paying taxes on their capital gains until 2026 or until they sell their QOZ Fund investment, whichever comes first.
  2. Reduction of Capital Gains Taxes: Investors who hold their QOZ Fund investment for at least 5 years can receive a 10% reduction in capital gains taxes owed on their original investment. If the investment is held for at least 7 years, the reduction increases to 15%.
  3. Potential Elimination of Capital Gains Taxes: If an investor holds their QOZ Fund investment for at least 10 years, any appreciation in the value of the investment is tax-free. This means that the investor can potentially eliminate capital gains taxes on the appreciation of their investment.
  4. Social Impact: Investing in a QOZ Fund can also allow investors to make a positive social impact by supporting businesses and projects in underserved communities. QOZ Funds are required to invest at least 90% of their assets in Opportunity Zones, providing much-needed capital to these areas.

What happens to tax on eligible gains you invest in a Qualified Opportunity Fund?

If you invest eligible gains in a Qualified Opportunity Fund (QOF), you can defer tax on those gains until the earlier date you sell your QOF investment or December 31, 2026.

Additionally, holding your QOF investment for at least 5 years can reduce your taxable gain by 10%. Keeping your QOF investment for at least 7 years can reduce your taxable gain by 15%. And if you hold your QOF investment for at least 10 years, you may be eligible for an increase in basis for the QOF investment equal to its fair market value on the date that the investment is sold or exchanged after the 10-year holding period.

This means that any gain on the QOF investment would not be taxable at the federal level.

It’s important to note that only eligible gains are eligible for investment in a QOF, and specific requirements must be met for a QOF investment to qualify for the tax benefits. Additionally, the tax benefits associated with QOF investments are subject to change, as they were created through the Tax Cuts and Jobs Act of 2017 and are set to expire on December 31, 2026.

Can you invest non-capital gains into an Opportunity Zone?

No; only capital gains can be invested in a Qualified Opportunity Fund to receive the tax benefits associated with the program. Non-capital gains, such as wages or business income, do not qualify for investment in a QOF.

Remember, you won’t be investing money directly into the QOZ itself but rather into the QOF (which is why it’s essential to understand the distinction).


On the other hand, investing capital gains into a QOF can yield significant advantages.

As always, the best way to ensure you maximize your investment returns and minimize your tax liability is to work with a team of expert tax advisors (like us!).

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If you are a client and would like to book a consultation, call us at +1 (212) 382-3939 or contact us here to set up a time.

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