SEC, NASAA issue staff guidance on Opportunity Zone investing

The staffs of the Securities and Exchange Commission and the North American Securities Administrators Association (NASAA) have issued preliminary guidance on how Qualified Opportunity Fund (QOF) investing may be subject to securities law.

The joint statement issued last week is not official rules or regulations, and therefore has no legal force. It is merely a brief statement on some potential legal and compliance implications of issuing QOFs.

The statement provides some guidance on whether or not QOF offerings are required to be registered with the SEC and the states, and when a QOF may be eligible for exemption under Rule 506.

The statement also offers unofficial interpretations of how Rule 147 and Rule 147A may apply, and whether or not brokers selling interests in QOFs may be required to register with the SEC.

Separately, the SEC issued a press release and statement on the ability of Main Street investors — in particular, Opportunity Zone residents — to participate in investing.