The Problem
OZ compliance adds a layer of complexity to joint ventures, real estate syndications, and private funds that can be expensive to get wrong.
Optimizing joint ventures, real estate syndications, and private funds to offer OZ tax advantages requires technical expertise and experience at the outset.
We help sponsors navigate that complexity with clear, practical counsel. From entity formation and fund structuring to securities compliance and investor-facing documentation, we advise clients on how to organize and capitalize QOFs and QOZBs in a way that is both compliant and commercially sound.
We begin by understanding your goals. If your facts and circumstances support a viable OZ strategy, we provide a written scope of work and a transparent estimate of legal fees. That upfront clarity allows clients to make informed decisions and execute with confidence.
The Education
Hear How We Approach Opportunity Zone Structuring
Andrew Doup explains SponsorCounsel’s approach to suitability,
structuring, and compliance for OZ partnerships.
How sponsors organize, raise, and manage OZ partnerships is where they succeed or fail.
Where Opportunity Zone partnerships go wrong
Do-it-yourself OZ structures that overlook critical tax, corporate, and securities requirements.
Relying on advisors without real OZ experience, especially when the deal requires integrated guidance across multiple practice disciplines.
Using generic, recycled, or outdated offering documents that fail to reflect the specific facts, risks, and compliance demands of the transaction.
Treating OZ compliance as an afterthought instead of building it into the deal structure from the beginning.
Failing to align investor disclosures, entity documents, and tax strategy, which can create confusion, inconsistency, and unnecessary risk.
When OZ compliance is handled incorrectly, fixing it later -if it can be fixed at all- is many time more costly than getting it right at the outset.
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The Role of Counsel
An Ounce of Prevention is Worth
a Pound of Remedy.
SponsorCounsel helps OZ sponsors reduce uncertainty at every stage of the deal lifecycle. Our work includes:
Evaluating the sponsor’s facts, goals, and business plan to determine OZ suitability.
Designing the offering structure by aligning business terms, entity design, and securities law strategy.
Drafting bespoke investor-facing documents that protect expectations, allocate risk, and reinforce credibility.
Preparing required SEC and state filings
to support compliant capital formation.
Providing ongoing counsel during the life of the partnership to help preserve OZ tax treatment, maintain compliance, and optimize long-term outcomes.
The objective is not just to get the offering launched. It is to help sponsors build OZ partnerships that are properly structured, fully marketable, and positioned for long-term success.
What You Get
Our Execution Process
Direct answers. Disciplined process. Budgetary certainty.
Strategic planning for QOF and QOZB formation, including offering terms and overall deal structure
Entity formation and regulatory filings to establish the legal framework for compliant capital raising
Drafting operating agreements, private placement memoranda, and subscription agreements tailored to the transaction
Disclosures and disclaimers for investor-facing materials and communications to reduce risk and protect credibility
Ongoing corporate, tax, and securities counsel throughout the life of the OZ partnership
Legal counsel should not leave OZ sponsors guessing about expertise, scope, or cost. SponsorCounsel delivers clear guidance, defined deliverables, and transparent fees so clients can move forward with confidence.
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A nationally-ranked Top 25 law firm for OZ sponsors
While many other law firms and non-licensed consultants and platforms are only now beginning to pay attention, we have been practicing OZ law since early 2018 and have helped hundreds of investors save millions in tax yield, generating many more billions in target exit valuation.
Our firm influences OZ law, regulations, and policy at both federal and state levels, which makes us well-positioned for over-the-horizon visibility into compliance and enforcement issues. We have personal relationships with government regulators and other industry experts, which we bring to bear for the benefit of our clients.
Comparing Structures
Choosing the right vehicle depends on your goals.
Feature
Opportunity Zones
Assets Covered
Investor Pool
Complexity
Starting Fee
Starting Fee
Joint Venture, Real Estate Syndication, or Multi-Asset Fund
Active and passive investors
Highest
Organizing an investment partnership for special income tax incentives
$10,000
Joint Venture
Real Estate Syndication
Single asset or multi-asset
Active and/or passive investors
Moderate
Best for organizing
a partnership where all participants actively participate, such as a managing partnership
$3,500
Single asset
Multiple passive investors
Moderate
Organizing an investment partnership for a single asset
$12,500
Private Funds
Multi-asset
Multiple passive investors
High
Organizing an investment partnership for for a portfolio of assets
$19,900
Our Execution Process
Direct answers. Disciplined process. Budgetary certainty.
Intro Call
Fit + Goals
We start with a brief conversation to understand your investment goals, structure, and timeline — ensuring we’re the right fit for your project.
Proposal
Written Scope + Fixed Fee
You’ll receive a clear written proposal outlining deliverables, milestones, and a fixed fee — full transparency from the start.
Engagement
Deliverables + Timeline
Our engagement letter defines scope, timeline, and expectations so every step is clear before work begins.
Execution
Documents + Filings
We prepare and file all required documents accurately and on time, keeping your project compliant and moving forward with confidence.
Planning an Opportunity Zone Deal?
Experienced legal counsel can help you workshop offering terms, structure OZ compliance, and build investor confidence. A successful OZ deal starts with a strong legal foundation.
You’ve got questions,
We’ve got answers
We believe clarity builds confidence. Here are answers to some of the most common questions we receive from sponsors, fund managers, and investors navigating private offerings.
Still have questions?
Get in touch with us today!
I already have soft commitments from friends and family. What do I need securities counsel for?
Soft commitments are often when securities laws begin to apply -even before money is collected.
Securities counsel doesn’t raise capital; we structure the raise and communications to reduce risk.
Because passive capital raises are “securities,” they must be registered or qualify for an exemption (typically Regulation D). This includes choosing the right exemption, aligning communications with anti-fraud rules, and preparing investor documents. We also handle required filings (Form D and state notices). Getting it wrong can trigger rescission rights, regulatory action, delays, and personal exposure for sponsors.
Can I talk about my deal on social media, podcasts, or at events?
It depends on the exemption you’re using. Under Rule 506(b), public marketing (“general solicitation”) is generally prohibited. That includes broad social posts, public webinars, podcasts, and outreach without a pre-existing relationship. Rule 506(c) allows public marketing but requires verification that all investors are accredited. Securities counsel helps align your marketing strategy with the right exemption. We also put guardrails around your communications to ensure compliance with anti-fraud rules.
What’s the difference between a 506(b) and a 506(c) offering and which one should I use?
The answer depends on your capital strategy -not your legal preference. Rule 506(b) prohibits public solicitation and is typically used for relationship-based raises, allowing investor self-certification. Rule 506(c) permits public marketing but requires verification that all investors are accredited.
If you have a strong existing network, 506(b) is often simpler; if you need broader reach, 506(c) may be more appropriate. We help you select the right exemption and implement it correctly.
Can I pay someone a commission or referral fee for bringing me investors?
This is one of the fastest ways to create securities liability risk. Paying commissions in a securities offering is generally prohibited unless the recipient is a registered broker-dealer (or an exception applies). Mishandling it can trigger rescission claims, regulatory scrutiny, and unenforceable compensation disputes.
There are compliant ways to build a referral engine but they must be structured up front. Clear boundaries on what third parties can and cannot do are critical. Securities counsel helps you design compliant outreach and compensation structures before money moves.
What documents and steps do I actually need to legally raise investor capital?
A compliant raise is more than a pitch deck. At a minimum, most offerings require an Operating/LP Agreement, PPM, Subscription Agreement, and regulatory filings (Form D and state notices). These documents establish deal terms, disclose risks, verify investor eligibility, and create a record of compliance. They also ensure your communications are consistent, complete, and legally enforceable. Getting this alignment right is critical to raising capital confidently.
Our job is to make sure your story, documents, and process all work together.
Why should I hire securities counsel when I can save half the cost by using templates from an online platform?
Platforms are valuable for administration -onboarding, deal rooms, e-signatures, and recordkeeping. But they don’t replace securities counsel, because the real risk is whether your facts and process comply with the law.
Templates can’t select the right exemption, structure communications, or address broker/finder issues and investor nuances. They also don’t tailor disclosures or handle edge cases across offerings.
A mismatch can create false confidence -and lead to rescission claims, scrutiny, delays, and costly fixes.
Best practice: legal counsel builds the legal framework; the platform operationalizes it.