Raleigh Estate Planning and Corporate Law Attorneys

Business Law

Entity Selection and Self-Employment Taxes: Loper Bright and What Business Owners Should Know After Sirius Solutions

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When you formed your business, you probably weighed liability protection, management flexibility, and ease of administration. What many business owners don’t fully anticipate is how their entity structure affects how they’re personally taxed on the income the business generates. A recent federal appellate ruling has put that issue squarely in the spotlight, and it raises questions every North Carolina business owner should be asking.

What Is the Self-Employment Tax Issue Affecting Business Owners Right Now?

For decades, a provision of federal tax law has allowed limited partners to exclude their share of partnership income from self-employment taxes, on the theory that passive investors shouldn’t pay into Social Security and Medicare on investment returns. Beginning in 2018, the IRS challenged that logic, arguing that actively involved owners shouldn’t qualify for the exclusion just because of how they’re labeled on paper. The U.S. Tax Court agreed and began applying a test that looked past an owner’s formal classification to examine their actual role in the business.

In Sirius Solutions, L.L.L.P. v. Commissioner, No. 24-60240 (5th Cir. 2026), , the Fifth Circuit Court of Appeals rejected the IRS’s “functional analysis” test and their position that the exclusion under Section 1402(a)(13) of the Self-Employment Contributions Act applies only to “passive investors.” In a ruling favoring a Texas-based consulting firm, the court held that limited liability status under state law is what defines a limited partner for self-employment tax purposes. The court relied on historical Internal Revenue Service and Social Security Administration guidance, coupled with the Supreme Court’s 2024 Loper Bright decision, which now limits how much deference courts must give to federal agency interpretations of statutes.

Does This Ruling Apply to Business Owners in North Carolina?

Not directly, at least not yet. The Fifth Circuit covers Louisiana, Mississippi, and Texas. Businesses elsewhere, including North Carolina, are not automatically covered by the ruling. The Fourth Circuit, which governs North Carolina, has not weighed in, and the issue remains unsettled nationally. Until courts reach broader consensus or Congress acts to clarify the law, business owners in our region continue to face uncertainty, but this is an area of law Wilson Ratledge will be watching.

Why Does Entity Structure Matter More Than Many Business Owners Realize?

Corporations, LLCs, and limited partnerships each carry meaningfully different implications for how owner income flows and how employment taxes apply. The right structure for a given business depends on factors specific to that business, and the analysis is rarely straightforward. This ruling is a reminder that entity selection isn’t a one-time decision you make at formation and set aside. The legal environment continues to evolve, and a structure that made sense when you launched your company may look different as courts and regulators revisit key questions.

Restructuring is possible, but it comes with its own legal considerations and potential risks. These are not decisions to make based on general information alone.

How Can Wilson Ratledge Help Raleigh Business Owners Navigate Entity and Structuring Questions?

At Wilson Ratledge, PLLC, our attorneys have extensive experience advising business owners across the Triangle on business formation, corporate governance, and entity structuring matters. We work with entrepreneurs and established companies to evaluate whether their current structure continues to serve their goals and to identify legal risks before they become expensive problems.

If you’re forming a new business or wondering whether your existing structure still makes sense given ongoing legal developments, the right time to raise those questions is before making changes, not after. Proactive counsel is far more effective than trying to correct a problem once it has already cost you.
Contact our team to schedule a consultation with a Wilson Ratledge business attorney.

What Should I Do If My Business Co-Owner Stops Contributing But Won’t Leave?

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Few situations create more frustration for business owners than a partner who has checked out mentally but refuses to step aside. You’re working 60-hour weeks to keep the company afloat while your co-owner collects distributions, attends occasional meetings, and offers little more than excuses. The tension builds, customers notice the discord, and you find yourself wondering how you ended up in this position and what you can do about it.

This scenario plays out more often than most entrepreneurs realize. A co-owner who stops contributing creates both immediate operational problems and long-term strategic challenges. Understanding your legal options and the practical realities of resolving this conflict can help you protect your business and find a path forward.

What Legal Rights Do I Have When a Co-Owner Isn’t Pulling Their Weight?

Your legal rights depend largely on the agreements you have in place and your business structure. If you formed your company with a detailed operating agreement or shareholder agreement, those documents likely contain provisions addressing partner contributions, dispute resolution, and buyout procedures. These agreements can specify minimum performance standards, outline procedures for removing inactive partners, or establish buyout formulas when relationships deteriorate.

Without these agreements, you face a more challenging situation. North Carolina law provides some default rules for business entities, but these often prove insufficient for resolving conflicts between co-owners. LLC members and corporate shareholders generally have fiduciary duties to the company and to each other, which means your co-owner cannot actively harm the business or breach their duty of loyalty. However, proving that minimal contribution rises to the level of a fiduciary breach requires clear evidence of damage to the company.

The business structure itself matters significantly. In general partnerships, each partner typically has equal management rights regardless of contribution levels, making it harder to exclude a non-contributing partner. LLCs and corporations offer more flexibility, particularly if you structured voting rights based on contribution or performance rather than pure ownership percentages.

How Can I Document the Problem to Strengthen My Position?

Before taking any legal action, you need to build a clear record of the situation. Start by documenting specific instances where your co-owner failed to meet obligations. Track missed meetings, declined responsibilities, ignored deadlines, and broken commitments. Save emails, text messages, and any other communications that demonstrate the pattern of non-contribution.

Financial records prove particularly valuable in these disputes. If your co-owner draws a salary or takes distributions while contributing minimal work, document this disparity. Compare the hours worked, clients served, deals closed, or other measurable contributions between partners. This information becomes essential if you pursue a buyout, lawsuit, or other legal remedy.

Consider sending formal communications to your co-owner addressing the concerns. These written notices serve multiple purposes. They create a paper trail showing you attempted to resolve the situation professionally, they put your co-owner on notice that their behavior is creating problems, and they establish benchmarks for future performance. Keep these communications factual and professional rather than emotional or accusatory.

What Steps Should I Take Before Pursuing Legal Action?

Direct conversation often resolves conflicts more efficiently than legal proceedings. Schedule a formal meeting with your co-owner to discuss the situation openly. Many non-contributing partners are dealing with personal issues, health problems, or burnout that they haven’t communicated clearly. Others may have different expectations about the business than you do or may not realize how their reduced involvement affects operations.

During this conversation, focus on specific behaviors and outcomes rather than personal attacks. Explain how the current situation affects the business, other employees, and customers. Listen to your co-owner’s perspective and try to understand their reasoning. They may be open to a transition plan, a restructured role, or a buyout if approached constructively.

Mediation provides another valuable option before litigation. A neutral third party can facilitate difficult conversations, help both sides understand the full picture, and work toward mutually acceptable solutions. Mediation costs significantly less than litigation and preserves relationships better than court battles, which matters particularly if you operate in a tight-knit business community or industry.

Why Should Wilson Ratledge Handle Your Business Partnership Dispute?

Business partnership disputes require both legal knowledge and practical business sense. The attorneys at Wilson Ratledge understand the complexities of North Carolina business law and have handled matters involving partnership conflicts, buyout negotiations, and business dissolution. Our team focuses on finding solutions that protect your business interests while minimizing disruption to operations.

We work with business owners throughout the Raleigh area to resolve co-owner conflicts through negotiation when possible and aggressive representation when necessary. Our approach starts with understanding your business, your goals, and the specific dynamics of your partnership dispute. We then develop a strategy designed to achieve the best possible outcome, whether that means restructuring ownership, facilitating a buyout, or pursuing litigation.

Partnership disputes rarely improve on their own. The longer you wait to address a non-contributing co-owner, the more damage accumulates to your business, your reputation, and your bottom line. Contact Wilson Ratledge at 919-787-7711 to schedule a consultation and discuss your options for resolving your partnership conflict. Our team is experienced in North Carolina business law and ready to help you protect what you’ve built.

Management Buyout vs. Employee Stock Ownership Plan: Which Exit Strategy Is Right for Your Business?

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When you’ve spent years building a successful business, deciding how to transition ownership requires careful consideration. Two popular exit strategies that allow businesses to remain independent while transitioning to internal ownership are management buyouts (MBOs) and Employee Stock Ownership Plans (ESOPs). While both approaches keep your company within the existing team rather than selling to outside buyers, they function quite differently and serve distinct purposes.

Understanding the key differences between these two structures can help you determine which path aligns with your goals as a business owner. The choice you make will affect not only your financial future but also the legacy of your company and the people who helped build it.

What Is a Management Buyout and How Does It Work?

A management buyout occurs when a company’s existing management team purchases the business from its current owners. Rather than selling to competitors or private equity firms, you’re essentially selling to the people who already run your company day-to-day. The management team typically uses a combination of personal investment, bank financing, and sometimes private equity backing to fund the purchase.

The process usually begins when one or more managers express interest in acquiring the business. From there, the transaction follows a structured path involving business valuation, financing arrangements, due diligence, and finally, the transfer of ownership. The existing management team takes on both the ownership responsibilities and the associated financial risk, which means they become invested in the company’s success in an entirely new way.

One significant advantage of an MBO is continuity. Your customers, employees, and operations continue largely unchanged because the people steering the ship remain the same. The institutional knowledge stays intact, and business relationships don’t face disruption. However, management buyouts require the buying team to secure substantial financing, which can be challenging depending on the company’s valuation and the management team’s financial resources.

What Is an Employee Stock Ownership Plan and Why Do Companies Choose It?

An Employee Stock Ownership Plan represents a fundamentally different approach to transitioning business ownership. Rather than selling to a select group of managers, an ESOP is a qualified retirement plan that allows employees to become beneficial owners of company stock. The company establishes a trust that purchases shares on behalf of employees, who receive allocations based on compensation, tenure, or other formulas defined in the plan.

ESOPs offer unique advantages that appeal to business owners with different priorities. The structure provides significant tax benefits both for the selling owner and the company itself. Sellers can defer capital gains taxes if they meet certain requirements, while the company can deduct contributions to the ESOP. Additionally, if structured as an S corporation, the portion of the business owned by the ESOP isn’t subject to federal income tax.

Beyond the financial incentives, ESOPs create a culture of ownership among your entire workforce. When employees have a direct stake in the company’s performance, engagement and productivity often increase. This broad-based ownership model can be particularly appealing if you want to reward the entire team that contributed to your success rather than just the management group.

The complexity of ESOPs shouldn’t be underestimated, though. They require ongoing administration, annual valuations, and compliance with federal retirement plan regulations. The upfront costs and administrative burden are considerably higher than a traditional sale, making professional guidance essential throughout the process.

How Do These Two Strategies Compare When Planning Your Exit?

The choice between an MBO and an ESOP often comes down to your priorities as a business owner. If you want a clean exit with immediate liquidity and prefer to work with a smaller group of sophisticated buyers, a management buyout might be your preferred route. The negotiation happens with people you know and trust, and the transaction can often move more quickly than establishing an ESOP.

Conversely, if you’re motivated by creating a lasting legacy that benefits all employees, appreciate the tax advantages, and don’t need immediate full liquidity, an ESOP deserves serious consideration. ESOPs allow for partial or gradual sales, meaning you can transition out of the business over time while maintaining some involvement during the changeover period.

Financing also differs substantially between these approaches. Management buyouts typically rely on traditional lending, seller financing, or outside investment from private equity. The management team must personally guarantee loans in many cases, putting their own assets at risk. ESOPs, by contrast, involve the company itself borrowing money to purchase shares, with the debt repaid through company earnings and tax-deductible contributions to the plan.

The timeline for implementation varies as well. A management buyout can potentially close in a matter of months once terms are agreed upon, while establishing an ESOP generally requires six months to a year or more, given the regulatory requirements and administrative setup involved.

Why Should You Consult Wilson Ratledge, PLLC About Your Business Succession Plan?

Whether you’re leaning toward a management buyout, considering an ESOP, or exploring other exit strategies entirely, these transactions involve complex legal and financial considerations that require experienced guidance. The attorneys at Wilson Ratledge, PLLC concentrate their practice in mergers and acquisitions, business law, and estate planning for business owners throughout the Raleigh area and across North Carolina.

Our team handles matters involving business valuations, purchase agreements, regulatory compliance, and transaction structuring. We work closely with your financial advisors and accountants to ensure every aspect of your exit strategy aligns with your personal and business goals. From the initial planning stages through closing and beyond, we’re focused on protecting your interests and facilitating a smooth transition.

Don’t navigate these important decisions alone. The choices you make now will affect your financial security and your company’s future for years to come. Contact Wilson Ratledge, PLLC at 919-787-7711 or visit our office at 4600 Marriott Dr., Suite 400, Raleigh, North Carolina 27612 to schedule a consultation. Let us help you evaluate your options and develop a succession strategy that achieves your objectives while positioning your business for continued success.

Do I Need Permission from Other Partners to Hire My Child in the Family Business?

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Family businesses face unique challenges when personal relationships intersect with professional decisions. One question that often arises for business owners is whether hiring a family member requires approval from other partners or stakeholders. The answer depends largely on how your business is structured, what your governing documents say, and the specific role you intend to create.

For many entrepreneurs in the Raleigh area, bringing children into the family business represents both a practical succession strategy and an emotional decision. However, this seemingly straightforward choice can create unexpected legal complications if not handled properly. Understanding your obligations under your partnership agreement or operating agreement is the first step toward making this decision smoothly.

What Does Your Partnership Agreement Say About Hiring Decisions?

The starting point for any question about partner authority is your partnership or operating agreement. These foundational documents typically outline how major business decisions should be made, including hiring authority and management responsibilities.

Most well-drafted partnership agreements address employment decisions in one of several ways. Some agreements give each partner broad authority to make day-to-day operational decisions, including hiring for certain positions. Others require unanimous or majority consent for all hiring decisions, particularly for management-level positions or roles that come with significant compensation packages.

If your agreement assigns specific management responsibilities to individual partners, you may have the authority to hire employees within your area of responsibility without seeking approval. For example, if you manage operations and your child would work in that department, you might have unilateral hiring authority. However, if the position involves management responsibilities, equity compensation, or above-market wages, additional approval may be required regardless of your general hiring authority.

When Does Hiring a Family Member Require Partner Consent?

Even if your agreement grants you general hiring authority, bringing a family member into the business often triggers additional considerations. Many partnership agreements include specific provisions about nepotism, related-party transactions, or conflicts of interest that could apply when hiring a child.

Courts and legal principles generally recognize that hiring family members can create potential conflicts of interest within partnerships. When you hire your child, you have a personal interest in their success that might not align perfectly with the business’s best interests. Other partners might reasonably question whether the compensation package is market-appropriate or whether the position is genuinely necessary for business operations.

These concerns become more pronounced when the position involves management authority, access to confidential information, or compensation that exceeds typical market rates for similar roles. In such cases, even if your agreement doesn’t explicitly require partner approval, seeking consensus can help avoid disputes and maintain positive working relationships with your co-owners.

What Are the Risks of Hiring Without Proper Approval?

Proceeding to hire a family member without required partner approval can expose you to several legal and business risks. If other partners believe you exceeded your authority or violated the partnership agreement, they might claim breach of fiduciary duty. Partners owe each other duties of loyalty and care, which include making decisions in the partnership’s best interest and following agreed-upon procedures.

A unilateral hiring decision that violates your agreement could lead to partnership disputes, demands for your child’s termination, or even litigation. In more serious cases, other partners might seek dissolution of the partnership or file claims for damages if they believe the unauthorized hiring harmed the business financially.

Beyond legal consequences, hiring a family member without proper consultation can damage trust among partners and create ongoing tension that affects business operations. Even if you technically have the authority to make the hire, the perception of favoritism or procedural unfairness can poison working relationships and make future collaboration difficult.

How Should You Approach This Decision?

The most prudent approach involves reviewing your governing documents carefully and, when in doubt, consulting with your partners before making a formal offer. This conversation gives you the opportunity to present the business case for hiring your child, address compensation expectations, and demonstrate that you’ve considered the partnership’s interests.

When discussing the proposed hire with partners, focus on the legitimate business needs the position would fill and your child’s qualifications for the role. Be prepared to discuss compensation in terms of market rates and be open to structuring the arrangement in a way that addresses potential concerns. Transparency about reporting relationships, performance expectations, and how conflicts would be handled can help build confidence among your co-owners.

If your partnership agreement is silent on hiring authority or family employment, this situation presents an opportunity to clarify these provisions for the future. Amending your agreement to address these questions prospectively can prevent similar disputes and provide clear guidance for all partners.

How Can Wilson Ratledge Help With Partnership Agreements and Family Business Matters?

At Wilson Ratledge, PLLC, our team is experienced in business law and partnership matters affecting North Carolina companies. We understand the unique dynamics of family businesses and the legal frameworks that govern partnership relationships. Whether you need to review your existing partnership agreement, navigate a specific hiring decision, or update your governing documents to address family employment policies, we can provide practical guidance tailored to your situation.

Partnership disputes often arise from ambiguous agreements or unaddressed potential conflicts. Taking the time to ensure your governing documents reflect your partnership’s intentions about family members, hiring authority, and decision-making processes can save considerable time, expense, and stress down the road.

If you’re considering bringing a family member into your business or have questions about your authority under your partnership agreement, contact Wilson Ratledge, PLLC at 919-787-7711 or visit our website at wrlaw.com. Our Raleigh office is focused on helping small business owners and entrepreneurs navigate the legal complexities of running and growing their companies.

A Look at Different Professionals That You May Need in Your Business Sale

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Selling a Business? The Right Team Makes All the Difference

Selling a business is more than just signing a contract—it’s a complex process that requires careful planning and the right team of professionals. From legal considerations to financial structuring, each step of the sale can have lasting implications for your future. 

Who should you trust to guide you through this journey? Having the right professionals for selling a business can mean the difference between a smooth, profitable transaction and one filled with costly mistakes.

The Key Professionals Involved in Selling a Business

To successfully sell a business, you’ll need a team with experience in legal, financial, and transactional matters. Each professional brings a unique perspective and expertise to ensure that the sale is structured correctly, compliant with the law, and financially sound.

Business Attorneys

One of the first professionals you should hire is a business attorney. An attorney will help you navigate legal complexities, draft contracts, and ensure compliance with state and federal regulations. 

At Wilson Ratledge PLLC, we provide legal guidance for business owners throughout the sale process, protecting your interests every step of the way. Our business attorneys can assist with:

  • Structuring the sale (asset sale vs. stock sale)
  • Drafting and reviewing purchase agreements
  • Managing due diligence requirements
  • Negotiating terms and liabilities

Accountants and Tax Advisors

Selling a business has significant tax implications. An experienced accountant or tax advisor helps you understand how the sale will impact your finances and strategizes ways to minimize tax liability. Tax professionals can:

  • Advise on capital gains taxes
  • Structure the deal for maximum financial benefit
  • Ensure financial records are in order for due diligence
  • Provide valuation assistance for a fair asking price

Business Brokers

If you’re unsure how to find buyers, a business broker can be an invaluable resource. Business brokers specialize in marketing businesses for sale, finding qualified buyers, and negotiating favorable deals. Their role includes:

  • Preparing the business for sale
  • Identifying potential buyers
  • Marketing the business discreetly
  • Assisting in negotiations

Investment Bankers

For larger transactions, an investment banker can help secure the best possible deal by leveraging their network of buyers and investors. They work on mergers and acquisitions, assisting with valuation, deal structuring, and negotiations.

Financial Advisors

A financial advisor plays a crucial role in helping business owners plan for life after the sale. How is the buyout structured? Which amounts are allocated to different pieces of the transaction, and how will you deal with the tax implications of it?

Whether it’s retirement planning, investment strategies, or wealth management, a financial advisor ensures that the proceeds from the sale align with your long-term goals.

When Should You Hire These Professionals?

The earlier you involve these professionals, the better. Ideally, you should consult with an attorney, accountant, and financial advisor at least a year before putting your business on the market. Business brokers and investment bankers can be brought in when you are actively looking for buyers. 

Early planning ensures that you can maximize the value of your business, avoid any potential last minute roadblocks, and get the best possible return for the business that you’ve put your heart into building.

Maximize Your Business Sale Value With Wilson Ratledge

Selling a business is a major financial and legal decision that requires the right team of professionals. At Wilson Ratledge PLLC, we guide business owners through the legal complexities of selling their businesses. 

Whether you need help structuring the deal, reviewing contracts, or protecting your interests, our team is here to assist you–reach out today to schedule your consultation!

Federal Court Issues Nationwide Injunction on Corporate Transparency Act: What Small Businesses Need to Know

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On December 3, 2024, it was announced that Judge Amos L. Mazzant, III of the U.S. District Court for the Eastern District of Texas issued an order purporting to impose a NATIONWIDE preliminary injunction on enforcement of the Corporate Transparency Act, which required most small businesses to report beneficial owner identifying information to the Financial Crimes Enforcement Network. View the order here.

The preliminary injunction has now been appealed.

What does that mean for your business?  Enforcement of the January 1, 2025 deadline is still on hold unless the preliminary injunction is reversed.

We will continue to monitor the developments of this case and provide updates as they unfold.

Find more details surrounding the Corporate Transparency Act here.