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Because Qualified Opportunity Zones (QOZ) investing is so new, many are looking at this form of real estate crowdfunding as the “wild wild west”, but the fact remains is that these Opportunity Zone Funds are considered securities by the Securities and Exchange Commission. Those interested in self-certifying such a fund must abide by certain rules that issuers must be aware of. Listen to this podcast episode as our guest Darin Mangum of Mangum and Associates (The PPM Attorney) explains how do you create such an entity and what both issuers and investors alike should be aware of – and what options you have to structure a private placement memorandum to legally allow accredited and non-accredited investors to participate in your Fund.

Listen to “How to Use Private Placement Memorandums to Legally Crowdfund Capital into Opportunity Zone Funds” on Spreaker.

Should you create an Opportunity Zone Fund private placement memorandum? Watch Mr. Mangum’s video on the topic here. The Howey Test determines whether or not an investment opportunity is considered a “security”, and Mr. Mangum makes it clear in this podcast that Opportunity Zone Funds are in fact securities. Because all you need to do is submit a document to the IRS telling them your fund is set up as an Opportunity Zone Fund, the actual creation of the fund sounds easy, but in reality there still is a lot of legalese involved. That’s why it’s important you understand why it’s vital that your Private Placement Memorandum is structured correctly. Since most of these Opportunity Zone Funds center around real estate, it’s easy to see why so many real estate developers and entrepreneurs are making QOZs the hottest sector of the market. And speaking of markets, you can find all the real estate census tracts and locations on a state-by-state basis at the QOZ Marketplace website, along with a list of QOZ Funds and real estate available for investment.

Need more information on creating a PPM for your venture or have a question regarding Qualified Opportunity Zones? You can contact our guest Darin Mangum by email, by phone at 801-787-9072, or visit his website at


Darin MangumDarin has over 18 years of experience in business, law, and venture finance. His experience ranges from practicing attorney to executive and boardroom responsibilities. He is the managing member of Mangum & Associates PLLC, a specialized boutique corporate and securities law practice with clients nationwide and around the globe. His law practice focuses on private placements, IPOs, and U.S. and international securities law compliance. His past and present clients include venture funds and hedge funds, start-up blockchain and cryptocurrency ICO issuers, FINRA broker/dealers, venture capitalists, and individual entrepreneurs.

An entrepreneur himself, Darin has been or is involved in a number of start-up ventures ranging from oil and gas to real estate. He serves on the board of directors of ZuLoo Humanitarian Outreach, a non-profit 501c3 charity that focuses on finding innovative solutions to the global sanitation crisis, and currently serves as CEO for ZuLoo, Inc., its for-profit, benefit corporation affiliate. Darin received his law degree from Brigham Young University in 1999 and is a member of the State Bar of Texas and the Utah State Bar. He is a member of the Benefit Company Bar Association (BCBA).

All information provided is for informational purposes only. This information is not intended as legal or investment advice for anyone to make an investment in any one particular company and is not intended for any companies to rely on this information to form an opinion to go public or not to go public or to do any type of offering of securities. You must check with a securities attorney to find out if an offering is for you, or if you are going to be in the business of selling any type of securities, you need to make sure you are following your state and federal legislative law so you do not get into any troubles. Do not use the opinions as stated on this show as any way to form an opinion as what is wrong or right or what could be done for your business or as an investor.