Opportunity Zone LLC Structure

[John Perry]

I am struggling with the structure for an opportunity zone fund so want to get your thoughts on this structure. I have personal funds that I will invest in an opportunity zone fund. I also have a parcel under contract where in an OZ where my business partners will build 160 apartments. Since I may not invest all my OZ money in this one deal my plan is to create an OZ LLC to park my qualified money (e.g. JP-OZ LLC). I will also create a separate LLC for the apartment deal (e.g. 160APT LLC). JP-OZ LLC will be a limited partner in 160APT LLC. My existing LLC with my partners (e.g Partners LLC) will be the general partner.

To summarize:

OZ Fund - JP LLC - Me (taxed as S corp)

160APT LLC will be the entity that builds and operates the apartments in the OZ fund.

It will be owned by Partners LLC (where I am a GP along with 2 other partners) and the OZ fund, JP LLC will be limited partner. We will also have other limited partners in 160APT LLC.

Hopefully I am clear and not making the post too complex.    My thought process for this structure is that if for any reason we sell or cash out of the apartments I can then return the money to my OZ fund and reinvest in another qualified investment.   

Would love to get your thoughts on this.   I know some will say I need an attorney.    I agree...and would be keen to get your recommendations for an attorney with experience with OZ.  Preferably in CA or NV, but will talk to anyone at this point as hard to find experts.     Feel free to DM me if you cannot post it in the response.   Thank You!