Signing Legal Documents – Part 2

Quick Bites:

  • You are personally responsible when signing your own name with no other information.
  • Signing a different name still makes you personally responsible as you actually did the signing (without additional information) 
  • Principal/Agent relationship is the controlling feature 
  • If signing for a person or company, must sign in a way to discloses your authority.

Signing Legal Documents

Quick Bites:

  1. When you sign your name without other information, you are signing in your personal, or individual, capacity 
  2. When signing on behalf of a company or entity the signing area must name the entity, your name, and your capacity. CEO, President, Member, Manager, etc
  3. Authority must be nested when signing on behalf of an entity that signs on behalf of an entity such as:

     ABC LLC,
     By: XYZ LLC, Manager   

     ___________________
     By: Joe Smith, Manager

Earnest Money

Quick Bites:

  • Earnest Money from a Buyer shows they are serious about purchasing.
  • Contract should state if refundable and when it’s no longer refundable.
  • EM should be held by a professional 3rd party.
  • “Go hard” Is a term referring to when EM is no longer refundable.
  • Poorly negotiated EM provisions can lead to litigation.
  • The holder of EM is also referred to as an “escrow agent”
  • In the event of a dispute, the escrow agent should have the power to pay the disputed amount into court and walk away from the transaction.

Stimulus Bill – Ensuring Medical Supplies

Quick Bites:

  •  The government is being proactive about ensuring shortages do not happen again. 
  • The government is conducting and in depth review of what qualifies as essential medical supplies and looking at the robustness of the supply chain
  • The government now has the power to expedite approval of suppliers for essential medical supplies
  • The government will provide incentives for domestic production 
  • If you are a domestic supplier of essential medical supplies you have additional reporting requirements
  • Domestic suppliers must also provide the government with at least 30 day notice prior to ceasing or materially reducing production and state the reason why

Stimulus Bill – Retirement Distributions

Quick Bites:

  • Eligible persons can distribute up to $100,000.00 in 2020 without penalty.
  • Eligible persons/accounts may borrow up to $100,000.00 in 2020 against their eligible accounts.
  • Employer certifies the employee is eligible. (Employer based plans)
  • Repayment of the funds received are spread out over 3 years, without penalty. ((the annual contribution limit does not apply when reimbursing the account))

Stimulus Bill – Net Operating Loss (NOL)

Quick Bites:

  • NOL Carryback now allowed for tax years 2018, 2019, 2020
  • May carryback up to 5 years
  • 80% offset limitation removed
  • Non-business expense limitation also removed

Paycheck Protection Program Part II

Quick Bites:

  • The Paycheck Protection Program is having difficulties during roll out.
  • There is a form from the SBA that determines eligibility.
  • Each Lender has their internal eligibility requirements that may be more strict than SBA requirements.
  • 1099 contractors you pay are NOT eligible for your loan.
  • Persons paid via 1099-misc are required to file for their own PPP loan.
  • Exact rules regulations are still in flux.

Stimulus Bill – Paycheck Protection Plan

Quick Bites:

  • Available now from most lenders.
  • Conditions for loan vary among lenders.
  • Statutes and regulations differ, in borrower’s favor with regard to program.
  • 2 year term
  • 1% interest
  • Loan amount is up to 2.5x monthly payroll calculated from the 12 months before crisis (February 15, 2020) up to $10 million USD.
  • Loan forgiveness for amount used towards payroll up to 100k per employee.
  • Also available for independent contractors & sole proprietorships
  • No more than 25% of loan amount forgiven may be used towards utilities and rent/mortgage. 

Federal Unemployment Benefits

Quick bites:

  • Stimulus Bill was not available for review prior to passage
  • Creates Federal Unemployment Benefits
  • Federal benefits are in addition to state benefits.
  • Maximum of $600 per week
  • Available to self-employed and “gig” workers
  • Up to 4 months of payment
  • Implementation still being figured out

Unemployment Benefits & Tax

Quick Bites about Unemployment Benefits:

  • Check your state’s Department of Labor for details
  • Unemployment Benefits are paid out of a state level mandatory insurance pool with employers paying a tax to fund the pool.
  • In Alabama and Georgia new businesses pay 2.7% on the wage base.  After a period of time the tax rate falls or rises based on number of claims currently and recently paid to former employees.
    • There is a table for calculating.
    • Payments are made on a quarterly basis
  • Some entities are exempt from the unemployment insurance tax (non-profits, religious, among others)
  • Employees are not eligible if reason for separation of diminution of hours is their fault:
    • Fired for cause
    • Quit
  • Part time employees may be eligible if their paychecks fall below the benefit amount for that reporting period.