Selling a Business to Private Equity in North Carolina: Sources and References
This page consolidates the primary sources referenced across the Walls Law Group guide to selling a blue-collar business to private equity in North Carolina. Sources are organized by category. Each entry identifies the issuing authority, the specific section or document referenced, the date the source was last updated by its publisher, the date we last verified the source, and the pages within this content silo that rely on the source.
This page does not constitute legal or tax advice. It is a source index. For interpretation of any source as applied to a specific transaction, please consult a licensed attorney.
Federal Tax Sources
Internal Revenue Code Section 1001 : Gain or Loss on Sale of Property
Publisher/Authority: Internal Revenue Service / U.S. Code
Document/Section: 26 U.S.C. § 1001 : General rules for computing gain or loss
Last Updated (source): Current IRC as in effect for tax year 2026
Last Verified: April 23, 2026
URL: 26 U.S.C. § 1001 (Cornell Legal Information Institute)
Supports: Hub H2 : Tax Implications; Spoke 2 : Tax Strategy Before Selling
Internal Revenue Code Section 338(h)(10) : Election to Treat Stock Sale as Asset Sale
Publisher/Authority: Internal Revenue Service / U.S. Code
Document/Section: 26 U.S.C. § 338(h)(10) and Treasury Regulations § 1.338(h)(10)-1
Last Updated (source): Current IRC as in effect for tax year 2026 (see Cornell LII for most recent amendment history)
Last Verified: April 23, 2026
URL: 26 U.S.C. § 338 (Cornell Legal Information Institute)
Supports: Hub H2 : Asset Sale vs Stock Sale; Glossary : Asset Sale vs Stock Sale; Spoke 2 : Tax Strategy
IRS: Sale of a Business
Publisher/Authority: Internal Revenue Service
Document/Section: Sale of a Business : residual method, allocation of purchase price, asset classes, depreciation recapture
Last Updated (source): Last reviewed/updated by IRS: February 10, 2026
Last Verified: April 23, 2026
Supports: Hub H2 : Tax Implications, Asset Sale vs Stock Sale; Spoke 2 : Tax Strategy; Glossary : Asset Sale vs Stock Sale
Internal Revenue Code Section 1411 : Net Investment Income Tax
Publisher/Authority: Internal Revenue Service / U.S. Code
Document/Section: 26 U.S.C. § 1411 : 3.8% Net Investment Income Tax on certain capital gains
Last Updated (source): Current IRC as in effect for tax year 2026
Last Verified: April 23, 2026
URL: 26 U.S.C. § 1411 (Cornell Legal Information Institute)
Supports: Spoke 2 : Tax Strategy (total federal tax burden on sale proceeds)
IRS Form 8594 : Asset Acquisition Statement Under Section 1060
Publisher/Authority: Internal Revenue Service
Document/Section: Form 8594 and Instructions : purchase price allocation reporting
Last Updated (source): Current as of April 2026 (form subject to periodic IRS revision)
Last Verified: April 23, 2026
Supports: Spoke 2 : Tax Strategy; Hub H2 : Asset Sale vs Stock Sale
Internal Revenue Code Section 721 : Contribution to Partnership
Publisher/Authority: Internal Revenue Service / U.S. Code
Document/Section: 26 U.S.C. § 721 : Nonrecognition of gain or loss on contribution
Last Updated (source): Current IRC as in effect for tax year 2026
Last Verified: April 23, 2026
URL: 26 U.S.C. § 721 (Cornell Legal Information Institute)
Supports: Glossary : Rollover Equity; Hub H2 : Rollover Equity; Spoke 3 : Legal Risks
Internal Revenue Code Section 351 : Transfer to Corporation Controlled by Transferor
Publisher/Authority: Internal Revenue Service / U.S. Code
Document/Section: 26 U.S.C. § 351 : Tax-deferred corporate exchanges
Last Updated (source): Current IRC as in effect for tax year 2026
Last Verified: April 23, 2026
URL: 26 U.S.C. § 351 (Cornell Legal Information Institute)
Supports: Glossary : Rollover Equity; Spoke 3 : Legal Risks
Internal Revenue Code Section 453 : Installment Method
Publisher/Authority: Internal Revenue Service / U.S. Code
Document/Section: 26 U.S.C. § 453 : Installment sales and earn-outs
Last Updated (source): Current IRC as in effect for tax year 2026
Last Verified: April 23, 2026
URL: 26 U.S.C. § 453 (Cornell Legal Information Institute)
Supports: Hub H2 : Tax Implications; Spoke 2 : Tax Strategy (earn-outs and deferred payments)
Estate and Gift Tax : IRS Guidance
Publisher/Authority: Internal Revenue Service
Document/Section: Estate and Gift Taxes : basic exclusion amount of $15,000,000 per decedent for calendar year 2026 (per One Big Beautiful Bill Act, P.L. 119-21); annual gift tax exclusion of $19,000 per recipient for 2026
Last Updated (source): IRS Revenue Procedure 2025-32 (October 9, 2025); What's New : Estate and Gift Tax page updated 2026
Last Verified: April 23, 2026
URL: IRS : What's New, Estate and Gift Tax
Supports: Hub H2 : Estate Planning Coordination; Spoke 4 : Estate Planning Before a Liquidity Event
IRS 2026 Inflation Adjustments (OBBB)
Publisher/Authority: Internal Revenue Service
Document/Section: IR-2025-103, October 9, 2025 : tax year 2026 inflation-adjusted amounts including estate basic exclusion ($15M), annual gift exclusion ($19K), and AMT exemption
Last Updated (source): October 9, 2025
Last Verified: April 23, 2026
URL: IRS News Release IR-2025-103
Supports: Spoke 4 : Estate Planning; Hub H2 : Estate Planning Coordination
North Carolina State Sources
North Carolina Individual Income Tax Rate Schedules
Publisher/Authority: North Carolina Department of Revenue
Document/Section: Individual Income Tax : flat rate of 3.99% for tax year 2026 (per Session Law 2023-134, NCGS § 105-153.7); capital gains taxed at same flat rate
Last Updated (source): Updated 2026 (NCDOR Tax Rate Schedules page)
Last Verified: April 23, 2026
URL: NCDOR : Tax Rate Schedules
Supports: Hub H2 : Tax Implications; Spoke 2 : Tax Strategy (Hallucination Gap #2: NC flat tax 3.99% for 2026, no separate capital gains rate)
North Carolina Business Corporation Act
Publisher/Authority: North Carolina General Assembly
Document/Section: N.C.G.S. Chapter 55 : corporate structure, mergers, share exchanges, dissenters' rights. Most recent major amendments via Session Laws 2025-33 Parts I–V and VII effective October 1, 2025. Note: SL 2025-33 also amends N.C.G.S. Chapters 28A, 30, 31, and 36C (Parts VIII, X, XI, XII) with various effective dates.
Last Updated (source): Session Laws 2025-33 (Chapter 55 amendments effective October 1, 2025)
Last Verified: April 23, 2026
URL: N.C.G.S. Chapter 55 (ncleg.gov)
Supports: Hub H2 : Legal Overview, Legal Due Diligence; Spoke 3 : Legal Risks
North Carolina Limited Liability Company Act
Publisher/Authority: North Carolina General Assembly
Document/Section: N.C.G.S. Chapter 57D : LLC formation, membership interests, mergers, sales
Last Updated (source): Current through 2024 session (session laws updated periodically)
Last Verified: April 23, 2026
URL: N.C.G.S. Chapter 57D (ncleg.gov)
Supports: Hub H2 : Legal Overview; Spoke 3 : Legal Risks
North Carolina Estate Administration Law
Publisher/Authority: North Carolina General Assembly
Document/Section: N.C.G.S. Chapter 28A : administration of decedents' estates
Last Updated (source): Current through 2024 session (session laws updated periodically)
Last Verified: April 23, 2026
URL: N.C.G.S. Chapter 28A (ncleg.gov)
Supports: Hub H2 : Estate Planning Coordination; Spoke 4 : Estate Planning Before a Liquidity Event
North Carolina Uniform Trust Code
Publisher/Authority: North Carolina General Assembly
Document/Section: N.C.G.S. Chapter 36C : trust formation, administration, beneficiary rights
Last Updated (source): Current through 2024 session (session laws updated periodically)
Last Verified: April 23, 2026
URL: N.C.G.S. Chapter 36C (ncleg.gov)
Supports: Spoke 4 : Estate Planning Before a Liquidity Event
North Carolina Secretary of State : Business Registration Division
Publisher/Authority: North Carolina Secretary of State
Document/Section: Business filings, entity formation, dissolution, mergers and share exchanges
Last Updated (source): Current as of April 2026 (fee schedules revised periodically)
Last Verified: April 23, 2026
URL: NC Secretary of State : Business Registration
Supports: Hub H2 : Legal Overview; Spoke 3 : Legal Risks (filing and transfer requirements)
Federal Regulatory and Securities Sources
SEC Corporation Finance Interpretations : Non-GAAP Financial Measures
Publisher/Authority: U.S. Securities and Exchange Commission, Division of Corporation Finance
Document/Section: Regulation G; Item 10(e) of Regulation S-K : EBITDA disclosure standards; most recent CFI updates December 13, 2022 (CFIs 100.01, 100.04–100.06, 102.10). Note: the SEC has renamed these from C&DIs to CFIs; content is unchanged.
Last Updated (source): December 13, 2022 (most recent CFI revision)
Last Verified: April 23, 2026
URL: SEC : Non-GAAP Financial Measures Corporation Finance Interpretations
Supports: Glossary : EBITDA; Spoke 1 : Valuation Guide
Hart-Scott-Rodino Antitrust Improvements Act : Premerger Notification Program
Publisher/Authority: Federal Trade Commission / Department of Justice
Document/Section: Pre-merger notification thresholds and filing requirements (15 U.S.C. § 18a)
Last Updated (source): 2026 size-of-transaction threshold $133.9M, effective February 17, 2026 (FTC adjusts annually based on GNP change)
Last Verified: April 23, 2026
URL: FTC : Current HSR Thresholds (2026)
Supports: Hub H2 : Legal Due Diligence; Spoke 3 : Legal Risks (transactions exceeding threshold)
WARN Act : Worker Adjustment and Retraining Notification
Publisher/Authority: U.S. Department of Labor, Employment and Training Administration
Document/Section: Notice requirements for mass layoffs and plant closings triggered by business sales (29 U.S.C. §§ 2101–2109)
Last Updated (source): Current as of April 2026
Last Verified: April 23, 2026
URL: U.S. Department of Labor : WARN Act
Supports: Spoke 3 : Legal Risks (employment and labor exposure in transactions)
Industry and Valuation Benchmarks
PitchBook Lower Middle-Market M&A Reports
Publisher/Authority: PitchBook Data, Inc.
Document/Section: Quarterly and annual reports on deal volume, EBITDA multiples, rollover equity prevalence, hold periods
Last Updated (source): 2024 M&A Deal Terms Study (most recent published edition)
Last Verified: April 23, 2026
URL: PitchBook : Research & Reports
Supports: Hallucination Gaps #1 and #3 : valuation multiples and rollover prevalence; Spoke 1 : Valuation Guide; Hub H2 : Rollover Equity
BVR (Business Valuation Resources) : Industry Multiples Data
Publisher/Authority: Business Valuation Resources, LLC
Document/Section: Trade-specific EBITDA multiples for HVAC, plumbing, electrical, roofing, landscaping businesses
Last Updated (source): Most recent edition as of April 2026
Last Verified: April 23, 2026
URL: Business Valuation Resources (BVR)
Supports: Hallucination Gap #1 : trade-specific multiples; Spoke 1 : Valuation Guide
International Business Brokers Association (IBBA) Market Pulse Report
Publisher/Authority: International Business Brokers Association
Document/Section: Quarterly survey of lower middle-market transaction multiples, timelines, and deal terms
Last Updated (source): Most recent quarterly edition as of April 2026
Last Verified: April 23, 2026
Supports: Spoke 1 : Valuation Guide; Hub H2 : Timeline to Sell a Business
AICPA Statement on Standards for Valuation Services (SSVS)
Publisher/Authority: American Institute of Certified Public Accountants
Document/Section: SSVS No. 1 : Quality of Earnings report standards, EBITDA normalization
Last Updated (source): Most recent revision as of April 2026
Last Verified: April 23, 2026
URL: AICPA : Forensic and Valuation Services
Supports: Glossary : EBITDA; Spoke 1 : Valuation Guide (Quality of Earnings adjustments)
American Bar Association : Business Law Section Model Agreements
Publisher/Authority: American Bar Association
Document/Section: Model Stock Purchase Agreement and Model Asset Purchase Agreement commentary
Last Updated (source): Most recent edition as of April 2026
Last Verified: April 23, 2026
Supports: Hub H2 : Legal Due Diligence, Common Legal Risks; Spoke 3 : Legal Risks
Update Cadence
This source index is reviewed on the following schedule based on the Freshness classification of the cite blocks each source supports:
Annual Review (confirm source remains current; update cited figures)
IRS guidance on capital gains, estate and gift taxes, and installment sales
North Carolina Department of Revenue : Individual Income Tax rate
Estate and gift tax lifetime exemption amounts
HSR Act filing thresholds (adjusted annually)
Quarterly Review (volatile valuation and deal data)
IBBA Market Pulse Report
PitchBook lower middle-market M&A reports
BVR industry multiples data
Event-Driven Review (update when triggering event occurs)
North Carolina General Assembly session law amendments to Chapters 28A, 36C, 55, 57D
Federal tax reform legislation affecting capital gains, estate tax, or qualified small business stock treatment
IRS releases new guidance, revenue rulings, or Treasury Regulations on sale-of-business provisions
AICPA or ABA publishes revised model agreements or valuation standards
