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Application of securities laws to Opportunity Zone investments

The Securities and Exchange Commission and the North American Securities Administrators Association (NASAA) have issued a Staff Statement that summarizes the application of federal and state securities laws to opportunity zone investments. The "opportunity zone" program was established by the Tax Cuts and Jobs Act in December 2017 to provide tax incentives for long-term investing in designated economically distressed communities.

The summary discusses:

  • What qualified opportunity zones (QOZs) are
  • When interests in qualified opportunity funds (QOFs) would be “securities” under federal and state securities laws
  • Registration of securities offerings with the SEC and/or state securities regulators and potential exemptions from securities registration for investments in a QOF (particularly through Rule 506 of federal Regulation D)
  • Broker-dealer registration requirements for persons selling interests in QOFs
  • Registration and exemptions from registration for QOFs that are “investment companies” and considerations for advisers to a QOF
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