We believe our clients deserve to keep and grow the wealth they’ve spent a lifetime building.

We built Telos when we observed an unmet need for clients who were selling businesses, real estate, or other highly appreciated assets. We recognized that they were unable to exit their ownership positions without their wealth either eroded through exorbitant taxes or jeopardized through owner financing risks.

The 453 Exchange 

The 453 Exchange enables our clients to accomplish two primary goals:

  • Defer taxes on their capital gains when they exit their ownership position, and...
  • Earn a competitive return that creates an ongoing, passive income stream on the pre-tax proceeds of their sale.

The 453 Exchange enables our clients to keep their hard-earned capital gains working for them to produce a reliable, passive income stream that continues long after their asset sale.

To protect our clients, we balance proactive business planning with conservative tax planning.

The 453 Exchanged was developed with the oversight of a major international tax law firm. They helped us craft the right structure to properly comply with IRS guidelines and successfully defer capital gains taxes.

How It Works

Step 1

The principal issues an installment note to the Seller in exchange for the business.

Step 2

Seller receives monthly installment payments from their pretax proceeds and qualifies under section 453 of the tax code to successfully defer their capital gains taxes on their principal until it is returned.

Protecting your earning power

End results for each party


  • The Seller sells their business or property and defers their tax through a 453 Exchange. The transaction qualifies for installment treatment under section 453 of the tax code, and any gain is recognized ratably over the principal payments. The Seller receives an income stream over the period of time they elected (up to 30 years).

Telos Capital

  • Telos Capital acts as the Principal in the transaction, facilitating the 453 Exchange.


  • The Buyer acquires the property owned by the Seller, unimpeded by the Seller’s 453 Exchange.