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Phil L. Jelsma

Partner

When you need an expert who knows how to build a strong legal foundation for your real estate project, look to Phil Jelsma.  Phil applies his strategic advice, tax counsel and transactional support on entity formation and joint ventures to protect his client's interests, minimize their tax liabilities and ensure the long-term success of their projects.

With over 30 years of experience in structuring sophisticated real estate and business transactions, Phil brings to CGS3 a deep knowledge of real estate exchanges, syndications, nonprofit corporations and international tax planning.  His practice focuses on limited liability company (LLC) and partnership business and tax planning, with an emphasis on real estate and nonprofit corporations.  He often structures tax-free exchanges under Code Section 1031 and Opportunity Zone transactions.

Prior to joining CGS3, Phil was a partner in the San Diego offices of McKenna Long & Aldridge LLP and Luce Forward Hamilton & Scripps LLP (now Dentons).  As part of his legal practice, Phil serves as an expert witness in partnership and LLC disputes, particularly fiduciary duty and allocation issues, and attorney standards of care.  He also has served for three years on the Executive Committee of the Taxation Section of the California State Bar, and is an active participant in ABA tax subcommittees.  Since 1989, Phil has been an Adjunct Professor at the University of San Diego School of Law where he specializes in tax law.

Notable Deals/Cases

  • Formation of an Opportunity Zone Fund that will construct and lease seven ghost kitchens in Nevada, Arizona and California.
  • Represented an investment group in acquiring distressed debt at a significant discount issued by a large homebuilder in Texas.
  • Assisted several local family offices in structuring compensation arrangements with key employees and management.
  • Represented buyer in a $117.8 million purchase/exchange transaction for an apartment community.

Accolades

  • Recipient, “San Diego Super Lawyers, Top 50, 15 Years,” Super Lawyers (2011-2025)
  • Recipient, “Best Lawyers – San Diego, Tax Law,” The Best Lawyers in America (2011-2025)
  • Recipient, “Best Lawyers – San Diego, Corporate Law,” The Best Lawyers in America (2025)
  • Author, “Tax relief approved for LA County wildfire victims,” The Daily Transcript, Daily Journal, cgs3 (2025)
  • Recipient, “Leaders in Law,” San Diego Business Journal (2024)
  • Recipient, “Top 50 Lawyers in America,” America’s Top Lawyers (2024)
  • Author, “Employers Exhale: FTC Non-compete Rule Invalidated by Texas Judge,” The Daily Transcript, Daily Journal, cgs3 (2024)
  • Author, “Legal Challenges Persist as Corporate Transparency Act Takes Effect,” The Daily Transcript, Daily Journal, cgs3 (2024)
  • Author, “Unpacking FinCEN’s Proposed Real Estate Transaction Rule,” Law360, cgs3 (2024)
  • Author, “Tax Relief Approved for San Diego County Flood Victims,” The Daily Transcript, Daily Journal, cgs3 (2024)
  • Author, “$80 Billion Bipartisan Tax Plan in the Works,” The Daily Transcript, Daily Journal, cgs3 (2024)
  • Recipient, “Lawyer of the Year – San Diego, Tax Law,” The Best Lawyers in America (2016, 2019, 2022)
  • Recipient, “Top 25 OZ Influencers: Attorneys,” Opportunity Zone Magazine (2019-2020, 2022)
  • Recipient, “Top Lawyers,” San Diego Magazine (2018, 2021)
  • Recipient, “50 Influential Leaders,” The Daily Transcript (2018)
  • Recipient, “2017 Top Lawyers, International Taxation,” San Diego Magazine (2017)
  • Recipient, “San Diego’s Best Attorneys,” Tax, SD Metro Magazine (2011, 2015)
  • Listed, AV Preeminent Rating, Tax, Martindale-Hubbell

News

  • Ten CGS3 Partners Recognized in Legal System’s Preeminent Guide
  • Senate Responds to One Big Beautiful Bill with New Rules on Opportunity Zones
  • New Tax Reconciliation Bill in the Making
  • IRS notice and demand letter causes confusion
  • Supreme Court decides when a tax deadline is real
  • Section 1031 may help affordable housing gain momentum
  • Six CGS3 Partners Selected for 2025 Super Lawyers List
  • Tax Relief Approved for Los Angeles County Wildfire Victims
  • Three CGS3 Partners Named Leaders of Influence in Law by the San Diego Business Journal
  • Employers Exhale: FTC Non-Compete Rule Invalidated
  • Corporate Transparency Act Faces Legal Hurdles
  • Ten CGS3 Partners Selected for 2024 Super Lawyers List
  • Tax Deadlines Extended for Flood Victims
  • Bipartisan Tax Plan Provides Key Tax Breaks
  • Corporate Transparency Act Goes into Effect Jan. 1, 2024: What Companies Need to Know
  • PPP Flexibility Act Offers Revised Deadlines, Forms – and More Questions
  • When is Unpaid Rent a Liability?
  • Insight Alert: Profits Interests Ruling
  • Eight CGS3 Attorneys Listed In 2023 Super Lawyers
  • A Bright Spot Following Torrential Rains
  • A Look at the Bonus Depreciation Phase Out
  • FinCEN’S Final Rules Require Disclosure of Ownership
  • Key Tax Provisions in the Inflation Reduction Act
  • Tax Provisions in the Build Back Better Act
  • CGS3 Attorneys Recognized in Legal System’s Preeminent Guide
  • CGS3 Earns 2021 Best Law Firms Recognitions
  • New IRS Regulations Impact LLCs and Partnerships – Part 1: Overview
  • New IRS Regulations Impact LLCs and Partnerships – Part 2: Opting Out
  • New IRS Regulations Impact LLCs and Partnerships – Part 3: Rules of Adjustment
  • New IRS Regulations Impact LLCs and Partnerships – Part 4: Push-Out Elections
  • Education

    • J.D., Stanford Law School
    • B.S., Business Administration, University of Southern California, magna cum laude, Dean’s List

    Bar Admissions

    • California

    Involvement

    • Opportunity Zone Magazine, OZ Writers Council (2019-Present)
    • Veterans Medical Research Foundation, Chairman of the Board
    • Palo Alto Veterans Institute for Research, Board
    • Veterans Research Alliance, Board
    • CONNECT, Board and Executive Committee
    • AKAL Enterprise Team, Advisor
    • The Rancho Santa Fe Foundation, Advisor
    • Rise Up Industries, Volunteer
    • Columbia Sin Borders, Volunteer
    • Cristo Rey Site Selection Committee, Volunteer
    • Editor-in-Chief, California Tax Lawyer (1992-1993)
    Phil L. Jelsma