Qualified Opportunity Zones and Tax Credits: New IRS Guidance, Capital Gain Deferral Mechanisms Under Section 1400Z

IRC 45D(e) Requirements, Step-Up in Basis, Appreciation Exclusion, Tax Planning Strategies for Investors and More

Recording of a 90-minute CLE/CPE webinar with Q&A

Conducted on Wednesday, January 23, 2019

Recorded event now available

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Program Materials

This CLE webinar will provide tax counsel and advisers with a detailed analysis of the qualified opportunity zones tax-incentive mechanism provided under the tax reform law. The panel will discuss recent IRS proposed regulations, Rev. Rul. 2018-29, the necessary legal requirements and processes to achieve these tax benefits, describe methods to ensure deferral or reduction of capital gains, and outline additional tax planning strategies associated with opportunity zone funds and businesses.


Tax reform created one of the country's most significant economic development programs that encourages private investment in qualified opportunity zones. The program allows taxpayers to defer and reduce capital gain by allowing the taxpayer to reinvest capital gain proceeds in a qualified opportunity fund.

This new incentive investment program subsidizes growing businesses in low-income communities through short- and long-term capital gains deferral, providing a substantial step up in tax basis and tax abatement on post-investment appreciation. The program required states to nominate a limited number of census tracts to be designated as qualified opportunity zones with such designation to remain in place for 10 years.

To take advantage of the tax benefits of the program, a taxpayer must reinvest capital gain proceeds in a qualified opportunity fund within 180 days from the date of the sale or exchange of a capital asset. A qualified opportunity fund must hold at least 90% of the fund's assets in qualified opportunity zone property. Tax counsel and advisers must understand and develop planning techniques to assist individuals or businesses seeking to invest capital, raise funds, or that will recognize significant capital gains in the next few years.

On Oct. 19, 2018, the IRS issued guidance in the form of proposed regulations and Rev. Rul. 2018-29, providing some clarity on capital gain deferral and qualified opportunity fund rules. Additional regulations are expected in January.

Listen as our panel discusses the benefits of the new qualified opportunity zone tax-incentive program as an investment tool for taxpayers, the necessary legal requirements and processes to achieve the tax benefits, techniques to ensure deferral or reduction of capital gains and a discussion of critical open issues, analysis and recommended guidance for counsel and advisers.



  1. Opportunity zone provisions under the new tax bill
  2. Recent IRS proposed regulations, Rev. Rul. 2018-29 and Form 8996
  3. Processes and criteria designating qualified opportunity zones
  4. Opportunity zone funds as the new class of investment vehicles and interests they can hold
  5. Securing the tax benefits of opportunity zone investments
  6. Best practices and tax planning techniques for counsel


The panel will review these and other key issues:

  • How do recent IRS proposed regulations and Rev. Rul. 2018-29 provide clarity?
  • What are opportunity zones and eligibility requirements under IRC 45D(e)?
  • What tax benefits do opportunity zones provide?
  • What are opportunity zone funds and qualified opportunity zone businesses?
  • How can taxpayers ensure the deferral or reduction of capital gains and the appreciation exclusion?
  • How can the opportunity zone incentive be combined with other federal tax incentives, including under IRC 45, 45D(e), and 48?
  • Key issues for optimizing structures for opportunity zone investments.


Blecher, Alan
Alan M. Blecher, JD

Marks Paneth

Mr. Blecher has considerable experience serving high-income and high-net-worth individuals and their closely held...  |  Read More

Crouse, Elizabeth
Elizabeth C. Crouse

K&L Gates

Ms. Crouse provides business-focused advice and solutions for U.S. federal, state, and international tax considerations...  |  Read More

Sanders, Michael
Michael I. Sanders

Blank Rome

Mr. Sanders focuses his practice in the area of taxation, particularly in matters affecting partnerships, limited...  |  Read More

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