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SUCCESS SCENARIO:

Build the Business. Defer the Tax. Keep the Upside.

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Mission

A high-net-worth entrepreneur has just sold a company (or real estate asset), generating a multi-million-dollar capital gain.
They don’t want to sit on the sidelines.
They want to stay in control, reinvest their own money into a new business venture, and optimize their tax position for the long haul.

Their goal?

  • Launch a new sales and marketing company,

  • Access their capital quickly,

  • And maximize the tax incentives offered through Opportunity Zone legislation — all while building long-term wealth.

Challenge

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They have 180 days to act on the capital gain — but:

  • They don’t have a fund structure in place.

  • They don’t know how to stay compliant with complex QOF and QOZB rules.

  • They want to avoid giving up control or locking funds into someone else’s agenda.

  • They want to start building immediately, not get slowed down by legal red tape or financial bureaucracy.

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Solution

We set up a bespoke Opportunity Zone Fund (QOF) for the client, one built specifically for a single investor and their goals.

Here’s how it worked:

  1. We structured the fund with Zaid Sri Anta, LLC acting as General Partner and Fund Manager.

  2. The client contributed their capital gain into the fund, within their 180-day window — preserving tax deferral.

  3. We set up the legal and financial infrastructure to deploy capital into a new startup: a sales and marketing firm located in a designated Opportunity Zone.

  4. We drafted and filed all compliance documentation:

    • Working Capital Safe Harbor Plan (31–62 month runway)

    • Business use narrative

    • Entity structuring + financial tracking to pass the QOZB tests (70% asset use, 50% income, etc.)

  5. The business began hiring, operating, and scaling with its own capital — tax-deferred, and IRS-compliant.

Results

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Capital Gains Deferred Until 2026
The client deferred taxes on their entire gain, freeing up more capital to deploy now.

Accelerated Depreciation on Business Assets
By acquiring equipment and leasehold improvements within the business, the client took full advantage of depreciation write-offs.

100% Tax-Free Exit After 10 Years
All growth in the business, valuation, equity, cashflow, is now protected under the QOF rules. After 10 years, the client can exit with zero capital gains tax on appreciation.

Full Control, Full Compliance
The client runs their own company, with capital they control.
We handle the regulatory framework, filings, fund testing, and K-1s, ensuring the fund remains audit-proof and IRS-compliant.

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