Tax
Opportunity zones
A capital-gain deferral and long-hold exclusion for investment in designated areas.
This page defines one term. If you have arrived here from a listing or a broker's summary, the useful order is: read what it is, then read what it does not tell you, and only then look at the number you were quoted. What would mislead: any single measure on a property is a summary of one year, one assumption or one document. None of them describes a whole investment, and the misreading section below is there because each of these terms has one that is extremely common.
What it is
The opportunity zone regime, created by the 2017 tax legislation, lets a taxpayer roll an eligible capital gain into a qualified opportunity fund within 180 days and defer recognition of that gain. The fund must hold qualifying property in designated low-income census tracts and meet asset tests measured twice a year.
The long-hold benefit is the substantive one: after a qualifying holding period, an election can step the basis in the fund interest up to fair market value, so the appreciation on the opportunity zone investment itself escapes tax. Substantial improvement requirements apply to acquired buildings — broadly, spending on improvement over a set period at least equal to the basis of the building.
The designations, the deferral dates and parts of the programme are statutory and have been amended since enactment. This page describes the mechanism rather than printing dates that legislation can move; the IRS and the CDFI Fund publish what is currently in force.
What it tells you
That there is a statutory route to defer an existing capital gain and, on a long enough hold, to exclude appreciation on the new investment.
What it does not tell you
Whether the underlying real estate is sound. A tax incentive changes the after-tax outcome of a deal; it does not change the rent roll, the location, or the construction budget.
The common misreading
Letting the tax treatment drive the investment. The programme directs capital into tracts that were designated because they had less investment, and the compliance burden — fund testing, substantial improvement, holding periods — is continuous. A poor project with a good tax wrapper is still a poor project.
Where it sits in the sequence
Every commercial deal runs the same arithmetic in the same order. This measure is one line in it.
The list below is how a whole deal is worked out, from the rent on the schedule to the cash an owner keeps. Find the step this term belongs to and you can see what it has already counted and what it has not. What would mislead: quoting one line of this sequence as though it were the answer. Each step subtracts something real, and the ones after it subtract more.
-
Rent roll
Contract rent, tenant by tenantStart from the leases, not from a summary. Each line has a start date, an expiry, an escalation schedule, options, and any free rent or unamortised concession still running. The rent roll is a legal document set, and the estoppel certificates are how a buyer confirms the tenants agree with it. -
Potential gross income
Contract rent + market rent on vacant space + other income + expense recoveriesWhat the property would produce fully leased, including parking, signage, storage, late fees and the reimbursements tenants owe for taxes, insurance and common-area costs. Recoveries are income and the matching expense is an expense — netting them hides the recovery ratio. -
Effective gross income
Potential gross income − vacancy − credit loss − concessionsDeduct what will not actually be collected: physical vacancy, tenants who do not pay, and concessions granted. Using an assumed market vacancy rather than the property's own history is one of the most common places a model becomes optimistic. -
Operating expenses
Taxes + insurance + utilities + repairs + management + admin + payrollThe cost of running the building for a year. Two lines deserve independent verification rather than acceptance: property taxes, which are frequently reassessed on a sale, and insurance, which is quoted to the buyer and not inherited from the seller. A market management fee belongs here even if the current owner charges none. -
Net operating income
Effective gross income − Operating expenses = NOIThe property's own income, before financing and before tax. This is the number that value, cap rate and every lender covenant are calculated from, which is exactly why it is the number most often presented flatteringly. -
Value and cap rate
Value = NOI ÷ Cap rate · Cap rate = NOI ÷ PriceOne equation used in both directions. Divide NOI by a cap rate to estimate value; divide NOI by a price to see what a deal is being priced at. Because value is derived from NOI, every dollar added to or removed from NOI moves the value by a multiple of itself. -
Capital items below the line
NOI − capital expenditure − tenant improvements − leasing commissionsExcluded from NOI by convention, but paid in cash. Roofs, parking lots, HVAC replacement, fitting out space for a new tenant and the commission that won the lease all come out of the same account. A reserve for them is the difference between an honest analysis and a brochure. -
Debt service
Cash flow before tax = NOI − annual debt service (− capital items)Interest and principal on the loan. This is where DSCR is tested, where the loan constant decides whether leverage is adding to or subtracting from cash flow, and where a covenant breach can divert income into a lender-controlled account before the owner sees it. -
After tax
Taxable income = NOI − interest − depreciation ± other adjustmentsCash flow and taxable income are different numbers. Depreciation is deducted though no cash left, principal repayment is cash out though it is not deductible, and the resulting loss may be suspended under the passive activity rules rather than used. At sale, recapture and gain settle the difference.
Primary sources
The authority on this, rather than an article about it.
- IRS — Opportunity Zones ↗
- IRS Form 8996 — Qualified Opportunity Fund ↗
- CDFI Fund — Opportunity Zones ↗
In the Learn library: Commercial real estate, Real estate syndications.
Where commercial property is researched and financed
A CoStar-operated listing marketplace for US commercial property for sale and for lease, searchable by asset type and market.
Asking prices, not transaction prices
Visit LoopNet ↗A commercial real estate marketplace covering for-sale listings, online auctions and lease space, with broker-supplied offering memoranda.
Visit Crexi ↗An online marketplace where accredited investors commit capital to individual commercial property deals run by third-party sponsors.
Deal-level risk sits with the sponsor; the platform is not the operator
Visit CrowdStreet ↗A platform that pools retail money into non-traded real estate and credit funds, with redemptions handled through periodic windows rather than an exchange.
Share values are set by the sponsor's NAV, not by a market price
Visit Fundrise ↗Opportunity zones — frequently asked
Do I have to invest the whole sale proceeds to use an opportunity zone fund?
What is the substantial improvement requirement?
Where do these numbers come from in a real deal?
This section is a structural reference, not investment, tax or legal advice, and nothing in it recommends buying, selling or financing any property. It contains no market quotes: no current cap rates, rents or prices, because those are negotiated privately and are not publicly quotable. Tax rules described here are general US federal mechanisms that change with legislation, and state and local rules differ. Verify anything that matters with an attorney, an accountant and an appraiser who know the specific property and jurisdiction.