
The same 1031 principle real estate investors have used for 45 years now applies to stocks. Exchange your concentrated position into a diversified ETF. Capital gains deferred. Advisory-led. IRS-recognized.
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Years of 1031 precedent
Section 351 in tax code
If you have spent a decade at Microsoft, Amazon, Apple, or Google accumulating company stock, or if you have held a position that has compounded significantly, you already know the problem. Selling means taxes. Large taxes. So you hold. And the concentration grows.
Selling a highly appreciated position at today rates can mean losing 20 to 30% or more to federal and state taxes before you have reinvested a dollar.
A single stock carries volatility no diversified portfolio would accept. You know this. Acting on it is the problem.
Every year you wait, the decision gets heavier. The position grows. The embedded gain deepens. The paralysis compounds.
For over 45 years, real estate investors have used Section 1031 of the tax code to sell appreciated properties and roll the proceeds into new ones without paying capital gains taxes at the time of the exchange.
The same concept now exists for appreciated stock positions. It is called a Section 351 ETF conversion. You exchange a concentrated or appreciated stock position into a diversified, dedicated ETF. Your original cost basis carries over. Capital gains are deferred, not triggered. And unlike pooled exchange funds, your economic interest remains yours, in a dedicated structure.
You contribute your appreciated or concentrated stock position.
No taxable event at the time of exchange.
You receive shares in a dedicated ETF built around your position.
Your original cost basis transfers to the new ETF shares.
Capital gains are deferred until you eventually sell the ETF shares.
You are now diversified. The tax bill is not gone. It is deferred on your terms.
Some strategies pool your stock with other investors holdings. You contribute your position to a collective fund and receive a proportional share of everyone else positions. That is not how a Section 351 conversion works.
| Tether Section 351 Conversion | Pooled Exchange Fund | |
|---|---|---|
| Your economic interest | Dedicated ETF structured around your position | Pooled with other investors stocks |
| Cost basis treatment | Directly traceable to your new ETF shares | Averaged across the collective fund |
| Control | Individually controlled | Collective fund ownership |
| Transparency | You can see exactly what your basis is and where it went | Fund-level reporting |
| Advisory relationship | Advisory-led. You have a fiduciary on your side. | Broker-dealer (no investment advice provided) |
In a Section 351 conversion, you are not pooled with strangers. Your position, your basis, your dedicated ETF.
Put in your position current value, your cost basis, and your estimated tax rate. The calculator shows you exactly what you stand to defer through a 351 conversion versus what you would owe if you sold today.
Value retained after taxes
$808,732
Capital gains tax owed
$186,630
Full value preserved
$995,363
Capital gains deferred
$186,630
Your 351 conversion benefit
$186,630
This is the amount you defer — capital that remains working for you instead of going to taxes.
This content is for informational purposes only and does not constitute tax, legal, or investment advice. Section 351 transactions involve complex tax rules and individual circumstances vary significantly. Consult a qualified tax advisor, CPA, or attorney before implementing any tax strategy.
You have spent 10 to 15 years at Microsoft, Amazon, Google, Apple, Nvidia, Meta, or Adobe accumulating company stock. The position has grown significantly. You know the concentration is a risk. You have not acted because selling means taxes.
RSUs · ESPPs · Long-tenured equity
Your portfolio has compounded well over the past decade. A few positions now dominate. Rebalancing or improving diversification would mean paying capital gains taxes you would rather not trigger today.
Appreciated portfolio · Low-basis positions
You serve high-net-worth clients with concentrated positions. You have been looking for a differentiated, advisory-backed solution for clients who are stuck.
RIA · CFP · Client solutions
Section 351 has been part of the U.S. Internal Revenue Code since 1954. It has been used by institutional investors for over 45 years. This is not a new strategy. It is not a gray area. It is an IRS-recognized transaction structure with a half-century of precedent.
Tether is a service of Fearless Wealth (Peck Wealth Management, LLC) a fee-only fiduciary advisory firm. We do not sell products. We do not earn commissions. Our only obligation is to you. The engagement begins with a conversation, not an enrollment form.
We show you the math. We explain the mechanism. We walk through the cost basis transfer, the tax deferral, and what your position looks like before and after the exchange. No opacity. No fine print hiding the structure. You understand exactly what you are doing before you commit.
This content is for informational purposes only and does not constitute tax, legal, or investment advice. Section 351 transactions involve complex tax rules and individual circumstances vary significantly. Consult a qualified tax advisor, CPA, or attorney before implementing any tax strategy.
Book a discovery call. No pressure. No pitch. A conversation about whether a 351 conversion makes sense for your specific situation.
Book a Discovery CallTether is a service of Fearless Wealth (Peck Wealth Management, LLC). Advisory services are provided by Fearless Wealth, a fiduciary investment advisor.