How Section 351 Works

A detailed walkthrough of the Section 351 conversion process and how it enables tax-deferred diversification

The 1031 Analogy

For 45 years, real estate investors have used 1031 exchanges to defer capital gains taxes. When you sell a property, you can exchange it for another property of equal or greater value without triggering capital gains taxes. The same principle now applies to stocks through Section 351 conversions.

Instead of selling your concentrated stock position and paying capital gains taxes, you can exchange it into a diversified ETF portfolio. Your economic interest remains invested, your capital gains are deferred, and you gain the diversification you need.

The Process

1. Initial Consultation

We meet with you and your tax advisor to understand your situation, goals, and concerns. We review your position size, cost basis, and current portfolio allocation.

2. Tax Analysis

We conduct a comprehensive tax analysis to determine your potential capital gains liability and the benefits of a Section 351 conversion. We model different scenarios and diversification strategies.

3. Structure Design

We design a Section 351 conversion structure tailored to your specific situation. This includes selecting the appropriate ETF allocation, timing, and execution method.

4. Legal & Tax Coordination

We coordinate with your tax advisor and legal counsel to ensure proper structuring and compliance. This is a complex transaction that requires professional guidance.

5. Execution

We execute the conversion, transferring your concentrated stock into the diversified ETF portfolio. Your capital gains are deferred, and you now have a balanced, diversified position.

6. Ongoing Management

We provide ongoing portfolio management, rebalancing, and tax-loss harvesting opportunities to optimize your position over time.

Key Considerations

Tax Deferral

Capital gains are deferred, not eliminated. You will owe taxes when you eventually sell the diversified position.

Professional Guidance

Work with a qualified tax advisor and attorney. Section 351 conversions involve complex tax rules.

Dedicated ETF

Your economic interest remains in a dedicated ETF, not pooled with other investors.

Ongoing Management

We provide active management and rebalancing to optimize your portfolio over time.

Ready to explore your options?