Statement on Opportunity Zones: Federal and State Securities Laws Considerations

On July 31, 2019, the SEC and North American Securities Administrators Association published a staff statement on “opportunity zones” and related compliance implications under federal and state securities laws considerations.

In general, the statement indicated that interests in a “qualified opportunity zone” (QOF), which is an investment vehicle organized as a corporation or partnership to invest in qualified opportunity zone property, will be considered securities within the purview of federal and state securities laws, except under limited circumstances.

As such, QOF offerings are required to be registered with the SEC and applicable states, provided an exemption from registration is not available.  Similarly, there may be broker and investment company registration requirements for QOFs.

For more information, the statement issued by the SEC and NASAA can be found here.

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