Belpointe PREP, LLC
Public-record listing · US (NYSE-listed units) · https://www.belpointeoz.com
What they do
Publicly listed qualified opportunity fund (ticker OZ) with audited SEC filings (auditor CohnReznick from 2025). Net losses as projects lease up (FY2025 net loss ~$40.1M). One pending state-court case (JZ Investments, Apr. 2026) alleging fraud by a former affiliate and negligence by Belpointe; Belpointe disputes it.
Public-record summary. Category: Opportunity Zone fund (S11). Fees: Disclosed in SEC filings: quarterly management fee to Manager + development fees + expense reimbursements.
Strategies offered
- Opportunity Zone Investments Public record source
Evidence score
24 points are pending because the item could not be checked from public records. If every pending item were verified, the score could reach up to 94 (limited by caps or by items that don't apply). How this is calculated.
| Category | Points | |
|---|---|---|
| Regulatory record (weight 25) | 23 / 25 | |
| Tax-controversy record (weight 20) | 20 / 20 | |
| Litigation & complaints (weight 15) | 10 / 15 | |
| Transparency (weight 15) | 8 / 15 | |
| Substance & verifiability (weight 15) | 5 / 15 | |
| Structure quality (weight 10) | 2 / 8 |
Red flags
No red flags (RF1-RF13) were triggered by the public evidence reviewed.
Evidence by item
Each line shows the points awarded, how it was checked and a source link where one exists.
Regulatory record · 23 / 25
| Item | Points | Status | Evidence |
|---|---|---|---|
| R1 Registration status verified for firm and soliciting individuals where required (BD/IA/state; insurance producer if relevant) | 5 / 5 | VERIFIED | Units registered with the SEC and listed (EDGAR CIK 1807046; ticker OZ). Affiliate Belpointe Asset Management LLC (CRD 143440) SEC-registered adviser since 2008. source |
| R2 No SEC/FINRA disciplinary events for the firm (10-yr lookback) | 8 / 8 | VERIFIED (nothing found) | IAPD: no disclosures for Belpointe Asset Management; no SEC enforcement found. source |
| R3 No disciplinary events for principals/control persons (10-yr lookback) | 6 / 6 | VERIFIED (nothing found) | a principal: no BrokerCheck/IAPD record; no orders found. source |
| R4 No state securities-regulator or state AG actions against firm/principals | 4 / 4 | VERIFIED (nothing found) | No state orders found by web search. Not exhaustive. |
| R5 Named licensed professionals (CPA/attorney/EA) in good standing | 0 / 2 | UNVERIFIED | Licensed-professional good standing needs state CPA board / bar lookups for named individuals; not performed in this initial review. |
Tax-controversy record · 20 / 20
| Item | Points | Status | Evidence |
|---|---|---|---|
| T1 Strategy is not a listed transaction / transaction of interest and not a current Dirty Dozen theme | 8 / 8 | VERIFIED | QOF investment under Sec. 1400Z-2 is not listed; not a 2026 Dirty Dozen theme. source |
| T2 No DOJ Tax Division injunctions / IRC ยงยง6700, 6701 promoter cases against firm or principals | 6 / 6 | VERIFIED (nothing found) | No DOJ promoter case found. source |
| T3 No adverse Tax Court / appellate opinions involving the sponsor's prior deals | 4 / 4 | VERIFIED (nothing found) | No Tax Court opinions found. source |
| T4 Provides clear reportable-transaction disclosure guidance (Form 8886/8918) where applicable | 2 / 2 | VERIFIED | Strategy is not a listed transaction/TOI, so Form 8886/8918 guidance is N/A-justified (rubric: 2 = clear or N/A-justified). source |
Litigation & complaints · 10 / 15
| Item | Points | Status | Evidence |
|---|---|---|---|
| L1 No material civil fraud/misrepresentation litigation (firm, principals, affiliates) | 3 / 6 | PARTIAL | Pending: JZ Investments, Inc. v. Belpointe PREP et al. (Conn. Super. Ct., filed Apr. 24, 2026) - fraud alleged against former affiliate Chen Ji; negligence/CUTPA/good-faith claims against Belpointe, which disputes liability (10-Q filed Aug. 4, 2026). Scored 3 (fraud not alleged against the firm itself); reviewer may score 0. source |
| L2 Complaint pattern reasonable (BBB, state AG, CFPB where relevant) | 4 / 4 | VERIFIED (nothing found) | No BBB profile/complaint pattern found. source |
| L3 No bankruptcy/insolvency pattern among principals or affiliates | 3 / 3 | VERIFIED (nothing found) | No bankruptcy filings for the issuer found. source |
| L4 Entities in good standing with Secretary of State; legal entity names match marketing | 0 / 2 | UNVERIFIED | Secretary of State good-standing not checked: state portals checked use CAPTCHA (e.g., SC businessfilings.sc.gov); not bypassed. Needs a manual lookup or paid registry pull. |
Transparency · 8 / 15
| Item | Points | Status | Evidence |
|---|---|---|---|
| X1 Fees and total costs published or provided in writing before commitment | 4 / 4 | VERIFIED | Management fee, development fees and reimbursements disclosed in 10-K/10-Q related-party notes. source |
| X2 Offering documents available before commitment; Form D on EDGAR where applicable | 4 / 4 | VERIFIED | Registered offering + periodic reports on EDGAR (10-K, 10-Q, 8-K, prospectus). source |
| X3 Names tax counsel / opinion issuer and allows direct verification | 0 / 4 | UNVERIFIED | Tax counsel/opinion issuer not identified in materials reviewed (10-K text search). |
| X4 Discloses audit/examination and claim history of prior deals | 0 / 3 | UNVERIFIED | Audit/examination and claim history of prior deals is not in public records; would need firm disclosure. |
Substance & verifiability · 5 / 15
| Item | Points | Status | Evidence |
|---|---|---|---|
| V1 Underlying assets independently verifiable (e.g., interconnection agreements, utility records, deeds, dated site evidence) | 3 / 6 | PARTIAL | Properties described in audited 10-K; leasing status published (e.g., ~90%/~75% leased as of Aug. 2026). Not independently confirmed with county records. source |
| V2 Placed-in-service / completion evidence for prior projects | 0 / 4 | UNVERIFIED | Certificates of occupancy for completed developments not pulled. |
| V3 Appraisals by independent credentialed appraisers (not promoter-selected) | 0 / 3 | UNVERIFIED | Appraisal practice not reviewed. |
| V4 Pre-tax economic substance: investment case exists apart from tax benefits | 2 / 2 | VERIFIED | Audited rental revenue and segment NOI reported (pre-tax economics exist, currently loss-making). source |
Structure quality · 2 / 8
| Item | Points | Status | Evidence |
|---|---|---|---|
| Q1 Independent legal opinion (not solely promoter-paid boilerplate) | 0 / 4 | UNVERIFIED | Tax opinion exhibit not located in materials reviewed. |
| Q2 Tax insurance verified directly with named carrier/broker (policy exists, scope understood) | n/a | Not applicable | No tax-insurance claim. |
| Q3 Fees reasonable relative to comparable offerings | 0 / 2 | UNVERIFIED | Needs a written fee comparison set of >=3 comparable offerings; not built in this initial review. |
| Q4 No guaranteed outcomes, benefit multiples or 'audit-proof' claims | 2 / 2 | VERIFIED | Headline 'Defer and Eliminate Capital Gains' describes the statutory 10-year QOF exclusion; site carries 'high degree of risk, including a complete loss' disclosure. Flag wording for human review. source |
Questions to ask this firm
- Status of JZ Investments motion to dismiss (hearing was set for Sept. 14, 2026).
- Who is tax counsel on QOF status?
Complaints
0 complaints under review · 0 substantiated · 0 with a response from the firm.
Complaints are an allegation until a reviewer decides. We show only the category and status, never the complainant’s identity, the description or any documents. Private complaints are counted but not itemized. The firm can respond by claiming this listing.
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