How to Form Your Own Qualified Opportunity Zone Business (QOZB)

Ashley Tison

Are you considering starting your own Qualified Opportunity Zone Business or converting an existing business into a QOZB? Or perhaps you need a QOZB for your Qualified Opportunity Fund? In today’s episode, we highlight some of the most important considerations when structuring your QOZB entity, and best practices for regulatory compliance.

Opportunity Zones Podcast host Jimmy Atkinson and OZ Consultants CEO Ashley Tison have teamed up to create OZ Pros — Qualified Opportunity Fund and Qualified Opportunity Zone Business entity formation made easy.

Click the play button below to listen to my conversation with Ashley.

This is Part 2 of my conversation with Ashley. Click here for Part 1: How to Form an Opportunity Zone Fund.

Episode Highlights

  • The benefits of implementing a two-tier fund structure — forming a Qualified Opportunity Zone Business (QOZB) within a Qualified Opportunity Fund (QOF).
  • Step-by-step guide to forming a QOZB and the biggest considerations when doing so.
  • The capital raising benefits to forming a new QOZB or performing a QOZB conversion on an existing business.
  • Who might want to form a QOZB, and why such an entity might get formed outside of an overriding QOF.
  • Best practices for structuring a QOZB — the pros and cons of LLC, C-Corp, and S-Corp structuring.
  • How C-Corp tax arbitrage at the QOZB level works.
  • The concept of the Opportunity Zone benefit as a “Super Roth IRA.”
  • How QOZBs can utilize Section 1202 to reap tax benefits after a 5-year holding period.
  • Why Opportunity Zone investors should adopt a patient money mindset.
  • Some of the various ways that QOZBs can comply with and create an audit trail for the 70% asset test and 50% gross income test.

Featured on This Episode

Industry Spotlight: OZ Pros

OZ Pros

Founded by Jimmy Atkinson and Ashley Tison, OZ Pros offers a simple document generation tool for quick and easy Opportunity Zone Fund and Opportunity Zone business creation.

Learn more about the OZ Pros:

  • Visit OZPros.com
  • Call OZ Pros: (833) 653-0055
  • Special offer for podcast listeners: Save $100 off the DIY product when you use promo code OZPODCAST at checkout.

About the Opportunity Zones Podcast

Hosted by OpportunityDb.com founder Jimmy Atkinson, the Opportunity Zones Podcast features guest interviews from fund managers, advisors, policymakers, tax professionals, and other foremost experts in opportunity zones.

Show Transcript

Jimmy: Welcome to the Opportunity Zones Podcast. I’m your host, Jimmy Atkinson. And this is Part 2 of my two-part conversation with Ashley Tison. Ashley’s back here now for Part 2. He joins us today from his office in Charlotte, North Carolina. Ashley, welcome back.

Ashley: Thanks, Jimmy. It’s a pleasure to be back on.

Jimmy: Absolutely. So, Ashley, for the listeners who may have missed Part 1 of our conversation, let’s just get them caught up. This week, you and I are launching OZ Pros. For anyone interested in forming a Qualified Opportunity Fund or Qualified Opportunity Zone business, OZ Pros offers a simple document-generation tool for quick and easy OZ fund and OZ business creation. And to learn more, you can visit ozpros.com.

So, Ashley, Part 1, we tackled strategies for creating a Qualified Opportunity Fund. And in Part 2, today, we’re gonna discuss how to form a Qualified Opportunity Zone business, which oftentimes, a entity that sits downstream within the Qualified Opportunity Fund. Is that correct?

Ashley: Correct. You know, because of the 90% rule at the fund level and the 70% rule that’s offered to the QOZB, usually, most structures are gonna be structured to where you have a drop-down QOZB underneath your QOF. And in kind of real estate parlance and/or private equity parlance, we call it, you know, the operating limited partnership vehicle. And, you know, typically, most of them will have a drop-down LP underneath that actually does the development or actually does the business operations. So, that’s what we’re talking about in this case.

Jimmy: Right. Right. Can you go into a little more detail on what the 90% and the 70% rules are for those who may not be familiar with what you’re talking about exactly?

Ashley: So, in order for a fund to be a Qualified Opportunity Fund, it has to have 90% of its assets in Qualified Opportunity Zone property, which can either be actual real property that has met either the substantial improvement test or that is new use. Or it can be stock or a partnership interest that is newly issued after December 31st, 2017 and that is for a Qualified Opportunity Zone business. And so, if you look at that, a Qualified Opportunity Zone business, the definition of that is that that business has to have 70% of its assets in Qualified Opportunity Zone business property, which once again can either be, you know, new use or substantially improved real property or 70% of its physical assets, that would be, like, furnitures, fixtures, and equipment where leasehold interest have to be inside of an Opportunity Zone. And it doesn’t have to own property so it can do it under a lease. And so, there’s lots more flexibility at the QOZB level than there is at the QOF level.

Jimmy: And then, by combining the two entities, so to speak, the fund has to hold at least 90% of its assets in a Qualified Opportunity Zone business, and then that underlying business has to hold at least 70% of its assets in Qualified Opportunity Zone business property. I mean, you kind of multiply those two numbers together, you get 63%. Right? And that’s kind of a much lower barrier or much lower hurdle to leap over as opposed to 90%. So, yeah, you’re absolutely right. It makes it a lot more flexible.

Ashley: Yeah, and it also… So, interestingly, the reporting requirements that actually have to be done at the certification level actually happens for the Qualified Opportunity Fund as well. And it needs to show on that 8996 how it has 90% of its assets in Qualified Opportunity Zone property. And if you have a dropped down QOZB, it’s real easy to show that. And, you know, you’re gonna wanna keep some cash at the QOF level to pay expenses and that kind of thing. But you’re ultimately going to want to be deploying a majority of that cash into the QOZB, that’s actually gonna be making a return on that cash. And so, not only does it give you that 63%, but it also makes the reporting a lot easier for purposes of filing that form. Now, like we discussed on the first episode, you still have to be able to show in your QOZB audit trail in your compliance plan how you’re complying with the rules of the Opportunity Zone program, and that’s a lot more in-depth. But from a reporting standpoint that actually goes to the IRS, it’s actually pretty simple when you have this structure in place.

Jimmy: Right. Yeah, form 8996 only collects that 90% asset test at the fund level, and then you’re really only keeping track of the 70% asset test at the QOZB level internally. It’s an audit trail that you just keep internally in case the IRS ever comes calling and wants to see your books. Is that right?

Ashley: Correct. And you’re gonna wanna make sure that that’s tight. But at the same time, yes, you’re correct.

Jimmy: Good. Okay. Well, Ashley, let’s back up for a second now. I wanna talk about the very basics of forming a QOZB. In part 1 of our conversation in the previous episode in this podcast series, we discussed the steps, basically, that you need to take in order to establish or form a Qualified Opportunity Fund. What are the steps or what’s the process that one needs to undertake in order to set up a Qualified Opportunity Zone business?

Ashley: Yeah, so, I mean, it’s pretty much gonna be the same thing between an LLC and a corporation kind of at that formation level is that you’re gonna end up filing paperwork with the state of where… And I would recommend that you probably do that in the state where your project is gonna be unless you’re gonna be raising a significant amount of capital, at which point, you’re probably gonna wanna look at Delaware as the state of your organization or your incorporation. I think that from a best practices standpoint, that the majority of people who are raising money and who are putting together deals, especially kind of in the operating business space in the venture capital space of operating businesses, that typically, they’re accustomed to seeing funds in QOZB set up in Delaware, just got a lot more favorable laws that people understand, and they don’t have to go through the exercise of trying to find local counsel in whatever state you’re in.

So, once you file it… And, you know, the filing process is actually fairly simple other than, you know, some specific language that you need to have inside of the organizational documents, which we’ve done, and then, some also a specific language that you need inside of your actual internal corporate documents as well will govern how you make decisions and that put limitation around the management. And so, with that in hand, you know, you do your thing. If you are not raising capital, you know, your documentation is substantially easier. It’s a fairly simple operating agreement or set of corporate documents, you know, your kind of standard consents and bylaws, and that kind of thing that you have inside of a corporation.

And then, it gets significantly more complicated as you raise money. So, if you start with a base set of documents then most entities can do this, they can start with a pretty basic LLC operating agreement or basic set of bylaws. Then as you go through your fundraising round, then those documents get morphed into the documents that are gonna be acceptable for investors, in which would be an amended and restated operating agreement that then has a subscription agreement and/or, you know, your corporate bylaws and all of the things that go into a corporate stock issuance in association with a capital raise.

Jimmy: And all of these organizing documents are things that we can help get prepared for you at ozpros.com. Ashley, anything else you’d like to add to that?

Ashley: Absolutely. But it would be the foundational set of documents, right? So, it’s the basic set of documents that you would use if you’re not raising money or as kind of the starting point if you’re just getting your fund off the ground. But if you’re going to raise money, the documents are gonna ultimately get amended because your investors are gonna want significantly more robust provisions in there with respect to what happens inside of your QOZB and your QOF. And so, these are a great initial set of docs. And then, you know, we can certainly help you as you transition into kind of the more robust set of docs, which are gonna be uniquely tailored to your individual situation.

Jimmy: Right. Well stated. Is there ever an instance where you would recommend that a Qualified Opportunity Fund hold Qualified Opportunity Zone property directly or should there always be this downstream QOZB?

Ashley: So, there’s a weird mix inside of the statute and of the regs. And I think that they may end up tightening this up in the final regs. And I believe that this is the case that a QOF actually could own a sin business because I think that the sin businesses are only precluded at the QOZB level. But I think that for best practices purposes, that people need to shy away from the sin businesses if they’re looking at doing an Opportunity Zone deal at all. And that trying to get Q on ownership via the fund versus QOZB would probably not be the best idea. You know, maybe, if you wanted to have just a single layer at the QOF level, if it’s a simple deal where you can qualify, that you may wanna do that, but I think it’s gonna be very few and far between. And I don’t know that I can envision a fact scenario and engineer that law school exam question in my mind where it would actually make sense, other than maybe that sin business piece, which you probably shouldn’t be doing anyhow.

Jimmy: Right. That sounds like a loophole that IRS will probably close shortly, quite possibly, when they issue final regs here in the next few weeks or whenever we may get them. I think they’re soon. I think those final regs are coming soon, hopefully by the end of the year, is what I’m hearing. But it might be a coin flip as to whether or not that bears out that way or not.

Ashley: It actually probably wouldn’t be bad for a lot of the funds that are out there right now for it to happen like January 2nd. So that that way, everybody gets their money in to hit that 2019 deadline, and certainly if they’re going to extend that deadline, then I hope it hits January 2nd, so then that way the deadline is actually valid for everybody that comes in. So, everybody gets their money in, but then maybe it’s extended another year for other folks that are late to the punch. But we’ve been joking around about that. But, hey, if it’s taken this long, let’s just go ahead and push till 2020, like January 2nd, 2020.

Jimmy: Yeah, that’s that’s a good point. That’s an interesting point. So, who would want to form a Qualified Opportunity Zone business? And I guess the question I’m getting at is, can a Qualified Opportunity Zone business get set up without having this Qualified Opportunity Fund entity riding on top of it? Can someone just set up a QOZB outside of the QOF?

Ashley: Yes, absolutely. And, you know, I’ve talked to a lot of people that are doing that. And I’ve talked to a lot of people that are actually converting to a QOZB based upon the desire to be able to raise outside capital from people and from existing funds. Now, if you convert to a QOZB, the founders and whoever owns the business right now don’t get the downstream tax benefit. And so, we’ve actually been able to engineer some situations where we’re able to structure it so that existing owners can kind of rework their financial stack in order to be able to take advantage of it themselves. But typically, you’re looking at, you know, a sale and an exit in order to be able to do that.

But there’s lots of people who are looking at just setting up as a QOZB in order to do attract that QOF and the fund capital that’s out there or that’s going to be out there. But I would say that anybody that’s starting a business, you know, should be really, really, really looking at, if they have the ability to be able to operate and to comply with the regs of being an Opportunity Zone business, that they would look long and hard at doing it. And that’s both from their own perspective. And so, if they want to actually, and if they have capital gains that they can use as a startup equity, or if they don’t, go on ahead and set it up as a QOZB, where they can receive outside capital from people that do have capital gains. So, yes, the answer to your question is yes. I think that people are definitely interested in forming and/or converting to QOZBs in order to be able to attract and to take Qualified Opportunity Zone money.

Jimmy: Gotcha. But the QOZB itself doesn’t receive any tax benefit, it only flows through the holding entity, which is the QOF, is that correct? So, essentially, by forming a QOZB, the benefit to me as a business owner is just an easier source of capital potentially? Is that the benefit there?

Ashley: Yeah, correct. So, you know, the folks that are set up to where they don’t have a QOF structure kind of on top of them, where they’ve got investors already that have capital gains, you know, right, but they’re trying to get into their business, but that are instead businesses that are trying to or that want to be able to accept Qualified Opportunity Fund capital, then that would be the case where they don’t have to have their own QOF, but instead, they set themselves up as a QOZB. So that that way, they’re eligible to receive funds from other Qualified Opportunity Funds. But that if they’re interested in attracting capital that wants to participate in the Opportunity Zone program, that’s the way that they do it is by either setting themselves up as a QOZB or converting to a QOZB.

Jimmy: Got it. So, talk to me about converting to a QOZB. Who is doing that? Are these owners of existing businesses in Opportunity Zones? Are these businesses who are considering relocating into an Opportunity Zone that may be coming from outside an Opportunity Zone or what is the situation there exactly with these QOZB conversions?

Ashley: Yeah, so the easiest ones are the ones that are outside that are moving into a zone. Because when that happens, for the purposes of that 70% test, all of the actual equipment that’s there gets treated as a good asset is what we call it, and it goes towards that 70% test. Now, if you are an existing business in an Opportunity Zone, but you wanna be considered a Qualified Opportunity Zone business, you then have to look at your balance sheet and you have to figure out on that balance sheet, how much of that can we treat as previous property that was inside of a zone and that had already been depreciated? Because if it’s already in a zone and it has been depreciated, that doesn’t get the new-use qualification. And so, you have to substantially improve that property. And it’s very difficult within an operating business to substantially improve individual assets.

So, the way that the regs are written right now, it requires an asset by asset improvement. And so, you’d have to look at your balance sheet and all of the different hard assets that you have, and then double the cost basis of each one of those. So, for instance, each chair would have to be substantially improved, which is an impossibility, right? And so, we think that the IRS is probably going to, in the regs, clarify that for operating businesses, that it’s not necessarily on an asset by asset basis, and then instead, it’s on an aggregate basis.

But right now, the way that we’re handling it is, is it your existing assets, if you’re in a zone, we treat those as what we call bad assets. We move those over into that 30% category. And then we look at, if there’s a way that you can buy or acquire 70% of either new assets or assets that’s gonna be moving from outside of the zone into the zone, in order to satisfy the 70% test. And by the way, a new lease, a capital lease for, like, a real estate deal, will qualify towards that 70% category. So, the net present value of the aggregate value of that lease, of what you’re gonna have to pay for that, qualifies into your 70% category.

So, that was a long way of explaining that, which, as you can see, it gets fairly complicated pretty quickly about the different calculations that you do, but they’re definitely doable. And so, we’re helping people with that regularly. And I know lots of other professionals that are helping people with this regularly. And so, to the extent that people have questions about it, if we can’t answer it, we can get them with people that can. But this is one of those areas that, you know, unless it’s a layup where it’s very clear, like it’s a startup or you’re completely moving a company into the zone, that when you’re getting into that existing business in a zone, and you’re looking at the 70/30 tests, bad, good, you probably want somebody who knows what they’re doing to help you with that.

Jimmy: Got it. Okay. So, a couple of different options there. Just to recap what you just said, if I’m understanding you correctly. If you’re a new business, a startup going into an Opportunity Zone, that’s pretty straightforward. That’s really easy. If you’re an existing business that is currently located outside of the zone and you’re moving into a zone, that’s pretty easy too. The issue becomes when you are an existing business currently existing inside an Opportunity Zone already, that’s a little bit harder to figure out, but it’s doable with the right expertise and know-how guiding you through it .

Ashley: Correct. in most cases, you know, obviously, there’s gonna be a couple that aren’t doable. You know, like, heavy manufacturing, it’s very equipment intensive. It might be a little bit tough if they’re already in the zone. But the lion’s share of businesses, I would say, it’s a possibility that you could get it done.

Jimmy: Sure. And the whole point being that you can then throw a QOF layer on top and defer some capital gains, and receive all the other tax benefits, capital gain tax benefits that come along with being an investor in a QOF or you can shop around your QOZB to different QOFs, and potentially raise some capital through that channel. It gives you one more capital-raising tool, so to speak. I wanna talk about how to best structure the QOZB. And in part 1 of our conversation, Ashley, you and I discussed the best ways to structure a Qualified Opportunity Fund. And I think we kind of landed on the point that, in most cases, probably just an LLC partnership is the way to go. Is that the case also at the QOZB level or do you recommend a different structure at the QOZB level? Maybe you can walk us through the pros and cons of structuring a QOZB as an LLC versus a C Corp versus an S Corp.

Ashley: So, this is where it gets a little bit more complicated and where it allows for a lot more creativity to be able to even further take advantage of the incentive that’s offered through this program. So, typically, on a startup or in another company, especially a real estate company, you’re probably gonna want your QOZB to be an LLC. Namely, because there’s usually a lot of depreciation and/or expenses that happen inside of the vehicle that will ultimately be able to get passed back up to the investors. And you wanna be able to take advantage of passing those losses through to them. For an entity and for a business, so, case in point, the acquisition of an operating business that you’re gonna move into the zone, which we’re actually doing a lot of, and I think that that’s gonna be one of the places where this Opportunity Zone legislation really hits the gas, is that, in those instances, if they’re actually making money from day one, you’re really gonna wanna look hard at the possibility of setting that QOZB up as a C Corporation because of the availability of tax arbitrage. And the ability to be able to pay 21% at the C Corp level, as opposed to what’s typically a 39% tax rate that your investors are gonna pay as you pass through those profits through a pass-through entity.

Jimmy: Because those are taxes, ordinary income. You’re talking about just cash flow taxes, ordinary income. We’re not talking about capital gains at this point. Is that right?

Ashley: Correct. And so, as that, it gets taxed at ordinary income rates, if you’ve got cash flow from day one and you’ve got the ability to be able to reinvest that cash flow into additional Qualified Opportunity Zone business property, you get the benefit of the C Corp arbitrage, where you’re paying in 21% instead of 39%. And so, you can effectively take that 18% differential and invest it into more qualified Opportunity Zone business property that allows you to then build the cash flow inside of the C Corp. And it’s a bit of a snowball effect. And so, it gets into this concept of what the IRS has really created for people here is a self-directed super Roth IRA. And the reason why it’s a super Roth IRA is because it’s tax-advantaged money that’s going into a tax-free vehicle that grows tax-free other than the income and the appreciation is growing tax-free. And it’s a Roth because when you take it out on the back end, it’s coming once again, tax-free. And on top of all of that, you can do it with your own company or your own real estate where there’s not related party lockouts.

So, within a self-directed super Roth IRA, what are you gonna wanna do? Are you gonna wanna take cash flow out of that and, you know, and live off of it or try to figure out what to do with it or put it into a bank account? Or are you’re gonna wanna leave it in that IRA and let it eat behind the tax veil in building additional cash flow that’s growing behind the tax veil and growing tax-free, that you’re ultimately able to be able to take out tax-free? And that’s what happens when you create and when you use a C Corp at the QOZB level.

Now, there’s obviously lots of factors to consider, you know, that are situationally specific based upon the type of business that, you know, may drive that conversation. But from a big-picture kind of creative standpoint, having that C Corp down at the QOZB level, allows you to take advantage of what I’ve dubbed and what I’ve termed the self-directed super Roth IRA. So, you know, within that same conversation, if you use the QOZB as a C Corp, what it also allows you to do is to take advantage of Section 1202. And having that C Corp serve as qualified small business stock, which under Section 1202 of the code if you hold that for five years, and it’s under a 10x return and under $50 million worth of growth, then you can effectively sell that stock tax-free after 5 years. So, it becomes a time mitigator for a rapidly growing company. So, for a high-growth venture that, you know, has the potential to really, really scale quickly, where you’re concerned about, you know, having to hold it for 10 years, this allows you to drop that down to 5 years and effectively be able to accomplish the same thing from tax standpoint of the step-up in basis to fair market value after the 10-year-old.

Jimmy: Right. So, it kind of lets you achieve that Opportunity Zone tax benefit after 5 years instead of 10 years. That was section 1202. And then, yeah, the concept of this being a super Roth IRA, it kind of gets you thinking instead of, “You know, how long do I have to hold this? Geez, 10 years sounds like a really long time.” You know, possibly, you should be thinking, “How long can I hold this? How long can I keep this money in and let this investment eat as you put it?” I like that analogy.

Ashley: So, and the answer is 2047. Right? So, the 2047 back-end deadline, you can hold it up until 2047 and let it continue to snowball, and continue to multiply, and ultimately have it come out in the form of that super Roth IRA. And so, agreed. And I think it’s nothing short of amazing of what the authors of this legislation were able to do in such, you know, a finite amount of, you know, language that they put in, in creating this. Because I think that it really has a potential to not only shift capitals mindset relative to being willing to go into areas that heretofore hasn’t been interested in, but also to be able to shift that mindset of, “Okay. How quickly can I turn my money?” to “How quickly or how long can I hold my money into one of these deals?” And I think that that’s what’s been missing within kind of the American capital structure, particularly within venture capital and within growth capital that’s investing into small businesses is this patient money mindset. Because a patient money mindset is then looking at, okay, it’s looking at big picture, macroeconomic stuff, as opposed to, you know, flashes in the pan that we’re typically really focused on.

And so, when you have the ability to be able to do that, that’s when you have the ability to really make impact and really move the needle, not just in these areas, but I think, from an American economic standpoint, as a whole. And so, I mean, as you can tell, I’m really excited about it. And, you know, my hats off to the guys that got this through. And I really, really hope that it gets the traction that it deserves. And so, you know, I’m looking forward to seeing what happens with it.

Jimmy: Right. You’re excited about as you should be. I think a lot of us are. I think everybody listening is probably pretty excited about this. I know I’m excited about it as well. So, if I’m a business owner and I know that I wanna start up a business in an Opportunity Zone or I know I wanna move my existing business into an Opportunity Zone, is there any downside to structuring my organizing documents as a QOZB? I mean, does that lock me into certain capital requirements or is there really no downside to doing so?

Ashley: So, if you’re structured just as a QOZB, I mean, all you have to do, you know, you have to comply with the ramifications, you know, of having 70% of your assets inside of the Opportunity Zone. And then, you know, the income test as well that we talked about on the first show, that, you know, are those four-part test, about your hours work or the amount that you’re paying, that kind of thing. And you would have to comply with that. But that’s only if you receive capital.

If you don’t receive capital from an investor that needs to be able to certify that all of this is happening, if you just wanna set yourself up as a QOZB, you could certainly do that. And you’re there and positioned, you know, to be that if somebody wants to invest into you. But from an operational standpoint, there’s nothing that the QOZB has to file or comply with unless they’ve received Qualified Opportunity Fund money that’s looking for the associated tax, you know, incentive. And so, to answer your question, no, there’s really no downside other than, you know, you just have to kind of do it on the front end. And if you do it, you’re gonna wanna make sure that you’ve, you know, ran the business as a QOZB, if you’re interested in attracting capital. But ultimately, if you decide, you know, that it’s not for you or that your business plan changes, if you haven’t taken on any Opportunity Zone capital, then you can certainly pivot. Now, that’s a substantially different answer if you take on, you know, qualified investor capital that is, you know, looking for the Qualified Opportunity Zone tax incentives, then you would have to continue on as a Qualified Opportunity Zone business for so long as the investors were involved.

Jimmy: Right. And then, at that point, you do have some compliance issues that you need to comply with. In Part 1, we were talking about Qualified Opportunity Funds, and we went through some compliance issues at the fund level. I think you’ve already touched upon some of the compliance issues at the QOZB level, the 70% asset test. But what other compliance issues should business owners or real estate developers who are setting up QOZBs be aware of?

Ashley: So, in addition to the 70% test, there’s a 50% income test that’s necessary as well. And that 50% income test has…there’s three ways that you can comply with that. And the first one is the number of hours that you pay your employees, that 50% of those number of hours are worked inside of a zone. Or that 50% of your aggregate payroll and consultants spend is done inside of a zone. The third one is, you know, that all your equipment and your management team home run to the zone. So, think in your mind like landscape company that goes out to cut grass outside of the zone, but then all of the equipment comes back to roost in the Opportunity Zone. And so, that’s one of the really important things that they need to be focused on from a compliance standpoint of, you know, delivering that level of making sure that they’re, you know, in compliance with the statute. These are a couple of the things that they need to pay attention to .

Jimmy: Got it. Yeah. And it’s obviously not enough to just go out and get a P.O. Box that happens to have a Qualified Opportunity Zone address, right? Like, you actually need… I think that’s the whole point of this rule is you need to have a very real physical presence in one way or another in an Opportunity Zone and make an economic impact in these low-income communities.

Ashley: Yeah. And this kind of goes into the audit trail piece, too, right? Is that the more, you know, dialed in paperwork that you have, that you can show to document this, the better off you’re gonna be. So, I think that, you know, one of the best practices, in this case, to kind of prove out that 50% test, would be to actually have your employees log in, or be able to show and to have a paper trail that documents where they’re actually working from, whether that’s a GPS located, you know, time-tracking device or, you know an IP address kind of tracker thing as well that pulls that information. And so, you know, it’s a whole business model for somebody to come up with is a method for how you track your employees’ time.

Jimmy: Time and location. And so, you can really present a defensible argument or a defensible case for complying with that physical component where you’re located.

Ashley: And maybe that’s the next phase of OZ Pros for you, Jimmy.

Jimmy: Maybe. Maybe. Well, Ashley, this has been great. This kind of wraps up the end of our two-part conversation here. Again, for our listeners out there today, Ashley and I have set up ozpros.com, where you can begin creating your Qualified Opportunity Fund today for a low price and even better for our podcast listeners. Those of you listening right now, we have a coupon code for you to use that will be good until December 1 of 2019. If you use promo code OZPODCAST at checkout — that’s O-Z-P-O-D-C-A-S-T — OZPODCAST at checkout, you can save $100 off of your first order under the DIY plan. So, go check us out at ozpros.com, and a special offer there for our podcast listeners during our launch period here now until December 1, 2019.

Okay. So, we have that DIY option with that special offer, but if you’re not quite ready to organize the documents yourself or undertake that, maybe you have some questions about Opportunity Zones, Ashley normally charges $450 per billable hour to get on the phone with you. But for a limited time, if you come through ozpros.com, you can book a call right there. It’s one of the options that you’ll see on the website. And Ashley’s offering a $99 Opportunity Zone strategy session for a half-hour phone call with him. And this phone call is specifically designed to answer questions about structure and setup of your Qualified Opportunity Fund or Qualified Opportunity Zone business and to potentially identify any pitfalls or any other Opportunity Zone concerns that you may have. Ashley, anything else to add about OZ Pros before we call it a day here?

Ashley: You know, I think that it’s really cool that this website exists. And it’s an ability and it’s an opportunity for people to be able to get forms and to be able to take a run at this. And I’m really hoping that it serves, you know, to further get this program in practice. Kind of to that end, what we’ve been talking about this whole time and our overall overriding goal within this whole process we’re trying to create, we’re really trying to make this accessible. And we really wanna answer people’s questions and try to get them moving and getting off the sidelines, and getting into the zone and getting, you know, capital flowing into the zone. So, if I need to jump on a phone call, you know, to make that happen, I’m happy to do so. And, you know, would love to talk with anybody that wants to. But once again, I will caution people that if their deal has any kind of hair on it, or if it is outside of the box in any way, or if they’ve got any questions about how to keep track of it, and that kind of thing, that they really, really need to get professional counsel. And obviously, we’d love to do that for them. But if it’s not from us, get it from someone.

Jimmy: Absolutely. Yeah, I couldn’t agree more. You know, some of this stuff is a layup. It’s pretty easy to set one of these up. You just need a little bit of guidance and that’s what our document-generation tool provides. As you stated, if there’s a little bit more complexity to it, then yeah, definitely get in touch with an attorney or get in touch with us through our website, ozpros.com. We offer that service as well, that’s the Done For You package. You can find that on our website as well. Ashley, this has been great. Thanks for chatting with me today and we’ll probably get you back on the podcast soon at some point down the road here.

Ashley: Always a pleasure, Jimmy. Always a pleasure.

Jimmy Atkinson

Jimmy Atkinson

Hi, I'm Jimmy Atkinson... I founded OpportunityDb in August 2018. I'm a veteran Internet entrepreneur with a background in economics and Web marketing. I previously founded ETFdb.com. These days, I am passionate about impact investing and tax-advantaged investment opportunities. At the crossroads of these two ideals is the opportunity zones program, a place-based tax policy intended to economically transform some of the poorest areas of the United States with new real estate and business development.

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