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Purpose

ST Commercial Capital (ST) was founded by Scott Toussaint in 2026 in reaction to the changes made to the Qualified Opportunity Zone legal regime in 2025, commonly referred to as “QOZ 2.0”.  While the QOZ rules are complex and difficult to grasp, once one wades through the rules and understands them, they reveal a golden opportunity.

Background

The overarching rationale of the QOZ law is to encourage investment in lower-income parts of the country.  The law imposes two major requirements on investors as a result:


  •  90% of a QOZ fund's investment must be made and maintained in areas (QOZ's) which by definition tend to be less attractive areas for investment due to their lower-income residents' profile.


  • the QOZ fund must put additional investment into the QOZ fully equal to the fund's original investment in the QOZ (or equal to half of its original investment if the QOZ qualifies as a rural QOZ), which in the case of real estate investment tends to mean ground-up construction or major addition/renovation is required.


A 3rd, less concrete but arguably greater, hurdle that must be overcome to reap the tax benefits of the QOZ regime is the complex set of IRS rules by which it is governed.  While all these requirements may seem to make a profitable venture more difficult, ST contends that it creates a better opportunity, with less competition, for those willing and able to navigate them.

QOZ Requirements = Opportunity

A sophisticated and prudent investment sponsor can navigate these hurdles, uncover an opportunity that is both a strong investment and fits these requirements, and at the same time provide investors -- especially those holding onto realized capital gain, but even those who aren't -- the very significant capital gains tax benefits of QOZ 2.0.  With this in mind, and in anticipation of the QOZ 2.0 effective date on January 1, 2027, ST will form its initial QOZ 2.0 investment fund in late 2026 or early 2027.

Fund Ramping Up

Timeline

04 July 2025

One Big Beautiful Bill Act of 2025 signed into law establishing QOZ 2.0

Early 2026

Statistics available to identify all census designated places (CDP's) meeting QOZ 2.0 criteria, both non-rural and rural 

01 July 2026

nomination window opens for Governors to designate up to 25% of their State's eligible CDP's for final selection by the US Treasury Department 

23 September 2026

Governors' nomination window closes (subject to 30-day extension)

23 October 2026

Governors' extended nomination window closes

Late-2026

US Treasury makes official QOZ designations

01 January 2027

QOZ 2.0 becomes law (earliest start date for ST Commercial Capital's initial QOZ fund)

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Owner-Operator

General Background

Scott Toussaint is a California-licensed real estate attorney with more than 25 years of experience in commercial real estate transactions, contract negotiation, and legal compliance. A Northern California native, Scott earned a B.S. in Mathematics from MIT in Cambridge, Mass. In 1992 and a J.D. from Hastings College of the Law (now UC Law San Francisco) in San Francisco in 1998 – and has spent his entire career at the intersection of law and commercial real estate.

Experience

After more than a decade representing individuals and businesses in a wide variety of commercial real estate transactions at the Thoits Law firm in Palo Alto, followed by a 4-year stint in Rocklin, Calif. (near Sacramento) serving as in-house real estate counsel (first for Sleep Train Mattress Centers, followed by Sleep Train’s acquiror Mattress Firm) where he rose to the rank of Vice President and led a legal team responsible for lease negotiations across the national retail chain’s 3,500+ locations, Scott has most recently (since 2020) served as General Counsel at Capital Rivers Commercial, a full-service commercial real estate firm based in Sacramento.  At Capital Rivers, Scott manages the legal side of the company’s wide-ranging commercial development activities as well as overseeing compliance matters in all other lines of the business, and general corporate compliance.

Expertise

Scott has followed Qualified Opportunity Zone law since its enactment, including its treatment under California tax law, where he has written on the subject on behalf of Capital Rivers Commercial.  His background gives him an uncommon vantage point: the legal training to structure QOZ fund investments properly and the commercial real estate experience to evaluate the underlying assets critically. He brings both to bear in identifying, structuring, and managing the investments offered through his company.

Licenses

Scott holds California State Bar License No. 197996 and California Department of Real Estate Broker License No. 01707895.