The Qualified Opportunity Zone (QOZ) program, created by the Tax
Cuts and Jobs Act, was slated to expire after 2026. The One Big Beautiful Bill
Act (OBBBA), however, extends and expands it.
The QOZ program incentivizes business investment in designated
low-income communities around the country. Manufacturers that are considering
re-shoring operations to the United States or building new facilities may find
it easier to attract funding if they locate in a QOZ, especially one in a rural
area.
QOZ program overview
The QOZ program generally allows taxpayers to defer eligible
short- or long-term capital gains on sales of their investments by reinvesting
those gains in a qualified opportunity fund (QOF) within 180 days. The main
requirement to be a QOF is that the fund must maintain at least 90% of its
assets in QOZ property. This includes investments in QOZ businesses, as well as
new or substantially improved commercial buildings and equipment in a QOZ.
A manufacturer that's set up as a corporation or partnership
generally can become a QOZ business — and in turn qualify for QOF funding — if:
- At least 50%
of its gross income comes from business activities within a QOZ,
- At least 70%
of the tangible property it owns or leases is QOZ business property used
in the business,
- At least 40%
of its intangible property is used for business activities within a QOZ,
and
- Less than 5% of the average unadjusted bases of its property is attributable to nonqualified financial property.
QOF investors receive an equity interest in the fund, plus
valuable tax perks. For example, under the original program, capital gains tax
on the "rolled over" gains from the investment the investor sold are deferred
until the earlier of 1) the sale or exchange of the taxpayer's QOF investment,
or 2) December 31, 2026. After five years, the taxpayer receives a 10% step-up
in tax basis, so only 90% of the rollover gain is taxable. After seven years,
the step-up in tax basis increases to 15%. If a QOF investment is held for at
least 10 years, gains attributable to appreciation of the QOF investment itself
are fully excludable.
OBBBA changes
The OBBBA establishes a permanent QOZ program that features
rolling 10-year QOZs that will first be available for investment on January 1,
2027. It also amends certain tax advantages.
Rollover gains can still be deferred temporarily, and taxpayers
will continue to receive the 10% step-up in tax basis on the fifth year of the
QOF investment. They must recognize the gain at that point, though, and no
additional step-up is triggered after seven years. The permanent exclusion of
gains attributable to appreciation of the QOF investment itself if the QOF is
held for at least 10 years remains intact. It's available for up to 30 years
after investment in the QOF.
Notably, the OBBBA also creates a new type of QOF, the qualified
rural opportunity fund (QROF). Similar to a standard QOF, it must invest at
least 90% in a rural QOZ. But it offers more generous tax benefits.
Specifically, after five years, investors will receive a 30% step-up in tax
basis on their rollover gain, rather than just 10%.
New guidance
The IRS has released Notice 2025-50, which addresses two
critical aspects of the new QROF program:
1. "Rural area" definition. It
defines "rural area" as any area other
than:
- A city or town
with a population greater than 50,000, and
- Any urbanized
area contiguous and adjacent to such a city or town.
The IRS reports that over 3,300 of the more than 8,700 existing QOZs in the United States are entirely rural areas.
2. Threshold for satisfying the
"substantial improvements" requirement for existing buildings. For
standard QOZs, existing buildings are considered substantially improved if,
during any 30-month period after the property is acquired, investments in the
building exceed 100% of its initial adjusted basis. For rural areas, though,
these investments need only exceed 50% of the building's initial adjusted
basis.
More to come
Additional IRS guidance on QROFs is expected, but existing
regulations already provide useful insights into standard QOFs. We can help you
explore how the program could benefit your manufacturing company.