Section 351 exchanges are complex and not suitable for all investors. Eligibility depends on IRS rules, control requirements, and diversification standards. Speak with a tax professional before proceeding.

Deadline to Defer 2025 Taxes: November 30

351 Exchange mobile illustration
Diversify Without Selling: The 351 Exchange Explained

Deliver 20 Game-Changing Benefits to Your Clients

  1. Diversification – Instantly swap concentrated risk for broad market exposure
  2. 2025 Tax Deferral – No immediate capital gains tax; pay only when you sell the ETF
  3. Planning Control – You decide when and how much to realize, optimizing future tax-loss harvesting
  4. Cash Flow Preservation – No forced sales to pay taxes, maximizing compounding and upside potential
  5. Tax Rate Protection – Gains on exchanged stock locked in at today's rate; only future ETF gains would be taxed at future rate
  6. Tax Efficiency – ETFs borrow/lend shares to minimize future taxable events, unlike mutual funds that trigger taxes on cash trades
  7. Free Execution – Free (no $1k legal fee) on 351s >$500k per client
  8. Lower Fee – ETFs usually beat mutual funds and SMAs on cost. Total cost: 0.75% annual management fee on Founders Strategy
  9. Daily Transparency – ETF holdings will be published daily
  10. Active Management – Maintain Founders exposure through IPOs, buyouts, and leadership changes
  11. Simplified Reporting – One 1099–B (not dozens)
  12. Peace of Mind – Reduce concentration stress in volatile markets
  13. Estate Planning Boost – Step–up in basis for heirs
  14. Gifts – Transfer ETF shares to family tax-free or donate for full (FMV) deduction (charity sells tax-free)
  15. Liquid – ETF shares sell like stocks; sell anytime with ease
  16. Institutional Efficiency – Execute large blocks in–kind
  17. Easy – Paperwork is 3 short forms and 1 broker request; Schwab does the rest
  18. Smooth – Bob Elwood at Practus is the nation's leading authority on 351 and his team has completed >120 tax–free ETF conversions
  19. Excellent Service – Michael Monaghan delivers high-touch service and disciplined ongoing management to every client, every time
  20. Confidential – our personal information is protected and will never be shared

Important Disclosure

This information is for general educational purposes only and does not constitute tax, legal, accounting, or investment advice. Section 351 exchanges involve complex tax rules and eligibility requirements. You must consult a qualified tax advisor and legal counsel to determine if this strategy applies to your situation.  This is not an offer to sell or a solicitation to buy any security, including ETF shares. All investments involve risk, including possible loss of principal. Past performance is no guarantee of future results. Founder ETFs LLC and its affiliates do not provide tax or legal advice. Any tax-related statements are general in nature and may not apply to your specific circumstances.

Key Strategy Elements

  • Founder Focus – The Fund will invest in 100 of the largest 200 Founder-Led Companies by market cap (rules-based)
  • Quarterly Rebalancing – No security >7.5% at purchase (may float intra-quarter)
  • Non-Diversified – May concentrate in Software (>25% of assets)
  • Growth Style – Higher volatility expected
  • Risk Tolerance – For long-term investors only (5+ years). Holdings and weights will vary over time due to active management, rebalancing, and market conditions. Not suitable for those with short-term horizons or low risk tolerance.

Preliminary Prospectus (Link to EDGAR Filing)

This is not an offer to sell securities. The registration statement will automatically become effective on November 24, 2025. No offer may be made until the registration statement becomes effective.

Michael Monaghan

Partner & Portfolio Manager

Michael serves RIAs, private clients, family offices, and institutions as Partner and Portfolio Manager for the Founders Strategy, anticipated to begin trading on December 10th. With over 20 years of distinguished financial services experience, he has invested across the full lifecycle of founder-led companies, from early-stage private ventures to mature public giants, through institutional equities roles at Goldman Sachs, Sanford Bernstein, and UBS in public markets, and parallel private-market roles at Carlyle/Riverstone Holdings. As Founder and CEO of Beartooth Radio Inc., a defense technology firm, for more than a decade, Michael brings unparalleled insight into identifying visionary entrepreneurs, navigating the capital markets evolution, and recognizing the enduring qualities that define exceptional founder-led businesses.

Robert Elwood

351 Tax Attorney

Bob is a Partner and Co-Founder of Practus. Recognized as the nation's leading authority on Section 351 transactions, he has successfully orchestrated more than 120 tax-free ETF conversions over the past 15 years. He is dedicated to delivering seamless, efficient transactions while upholding the highest standards of RIA and private client confidentiality. Bob excels at simplifying complex concepts into clear, actionable insights to help his RIA and private clients make informed decisions. Whether doing pro-bono counsel or launching an innovative law firm, Bob solves legal problems with the wisdom and good judgment that comes from 30 years of experience.

Learn How to be a Hero for Your Clients

We help RIAs use 351 to rebalance their clients portfolios and defer the tax bill until they sell the ETF. Tell us a bit about your firm, and we'll reach out. We respect your privacy and promise to keep your information confidential.