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How can I sell my Qualified Opportunity Fund and keep the Opportunity Zone incentive active without any lapse for my investors?

I am retiring and want to sell off my assets and move abroad. What do I do to sell off my QOF? What happens with the investors if the fund changes owners?


Answers
  • Matthew Rappaport
    August 29, 2022

    You can sell off your own QOF interest without affecting the other investors. Just sell your own interest and then shepherd the transition to new corporate governance (new manager, etc.) -- as long as the QOF doesn't liquidate or dissolve entirely, the other investors should still be fine, as long as the entity doesn’t revert to a single-member disregarded LLC.

  • Marko Belej
    August 25, 2022

    The sale of your interests in a qualified opportunity fund (QOF) should not have any immediate adverse effect on the qualification of any investor's interest in the QOF as a "qualifying interest." If the purchaser of your QOF interests is also acquiring control over the QOF and its assets, then you could add provisions to the purchase agreement requiring the purchaser to maintain the entity's QOF classification (if the QOF's organizing documents don't already have them).

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