Can a limited liability company (LLC) be a QOF

Yes, a limited liability company (LLC) can be a qualified opportunity fund (QOF).

According to the IRS FAQ, an LLC that chooses to be treated either as a partnership or corporation for federal income tax purposes and is organized for the purpose of investing in qualified opportunity zone (QOZ) property can be a QOF. This is further supported by the IRS Private Letter Rulings (PLR 202341005 and PLR 202351001), which granted extensions to LLCs classified as partnerships to make timely elections to self-certify and be treated as QOFs.

Additionally, the Instructions for Form 8996 indicate that a corporation or partnership uses this form to certify that it is organized to invest in QOZ property and to report that the QOF meets the 90% investment standard. Since an LLC can be treated as a partnership for federal tax purposes, it can use Form 8996 to self-certify as a QOF.

Therefore, as long as the LLC is treated as a partnership or corporation for federal income tax purposes and meets the requirements set forth in section 1400Z-2 and related regulations, it can qualify as a QOF.

Sources:
PLR 202341005
Rev. Rul. 2018-29
PLR 202351001
Instructions for Form 8996 (12/2023)
§ 1.1400Z2(a)-1. Deferring tax on capital gains by investing in opportunity zones.
Treasury Issues Qualified Opportunity Fund Proposed Regulations