Reports under the CTA must be submitted by December 31, 2024. For businesses registered on or after January 1, 2024, registration is required within 90 days of filing their initial Articles of Organization or incorporation. Our firm is available to assist clients with this filing.

On March 1, 2024, the U.S. District Court for the Northern District of Alabama deemed the CTA unconstitutional. However, the Financial Crimes Enforcement Network (FinCEN) of the U.S. Department of Treasury maintains that all applicable entities must still file their reports, except for those members of the National Small Business Association, the plaintiff in the case.

If you would like our assistance with your company’s CTA report, we are here to help.

Please note that the CTA report is not an annual filing. You will only need to refile if you sell your company or make significant governance changes, such as appointing a new president or senior officer.

The firm’s legal services will include:

1. Assessing your CTA reporting obligations by reviewing your corporate structure
2. Identifying beneficial owners based on the information you provide
3. Filing your company’s initial Beneficial Ownership Information report with FinCEN

Please be aware that the CTA is a complex law, and non-compliance can lead to significant penalties. We are here to guide you through this process and ensure you remain compliant. To receive an engagement letter, please email Emma Rodgers at ERodgers@wsh-law.com and she can send it to you by email or DocuSign upon request. If you have any questions, feel free to reach out to us by phone at (305) 854-0800 or by email, and we can discuss the process in more detail.

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• New (first-time) applicants that did not receive a PPP loan in 2020 may now apply (max loan amount of $10 million)
• A qualifying business that previously received a PPP loan in 2020 may apply for a “Second Draw” PPP loan under certain circumstances (max loan amount of $2 million) if the business:
• Exhausted all funds from the first PPP loan;
• Employs no more than 300 employees; and
• Experienced at least a 25% a decline in gross receipts in Q1, Q2, Q3, or Q4 2020 as compared to the same quarter in 2019
• Both first and Second Draw PPP loan applications must be made by the current deadline of March 31, 2021
• Applicants may now choose their own covered period in which to spend the PPP loan proceeds (minimum of eight weeks up to a maximum of 24 weeks), providing more flexibility for workplace decisions
• PPP loans are not included as taxable income, and expenses paid with PPP funds are now tax deductible
• Expanded eligible non-payroll expenses may now include operational expenditures such as software, PPE, and safety improvements like air filtration and employee health screenings
• A further streamlined one-page forgiveness application for all PPP borrowers with loans under $150,000

The post Congress Expands Paycheck Protection Program, Authorizes “Second Draw” Loans in 2021 appeared first on Weiss Serota Helfman Cole + Bierman.

The PPP Enhancement Act is a $484 billion relief package that appropriates additional federal funds to address the COVID-19 crisis, as follows:

• Appropriates an additional $310 billion for the PPP loan program, bringing the total funding of the PPP loan program to $659 billion;
  • $60 billion carve out of PPP loan funds for smaller lending institutions
    • $30 billion for lending institutions and credit unions with capitalization of at least $10 billion but no larger than $50 billion
    • $30 billion for smaller credit unions and community development lenders
  • Appropriates an additional $50 billion for the SBA’s Economic Injury Disaster Loan (EIDL) loan program
  • Appropriates an additional $10 billion for the SBA’s EIDL emergency grant program
  • Appropriates an additional $100 billion to the ‘Public Health and Social Services Emergency Fund’’ for healthcare related expenditures
  • Additional funding of federal salaries related to the foregoing programs

PPP Loan Program

Effective Monday April 27, 2020, the SBA resumes funding small business loans under the Paycheck Protection Program (PPP) with an additional $310 billion injection.  This second round of PPP loan funding comes just four weeks after the PPP loan program was established in the $2 trillion Coronavirus Aid, Relief and Economic Security Act (CARES Act) enacted on March 27, 2020.  In its PPP Loan Report published on April 16, 2020, the SBA reported over 1.6 million PPP Loans had been applied for with an average overall loan size of $206,000.

Our prior summary of the PPP loan program is found here.

Since passage of the CARES Act, the initial $349 billion in PPP loan program funding was quickly depleted, with some controversy surrounding the program and its administration. Some critics  questioned the “first come, first served” implementation of the PPP loan program by eligible lenders, the timeliness of loan funding, and the receipt of PPP funds by larger public companies.  In its efforts to address some of these concerns, the Treasury Department issued supplemental guidance for the PPP Program on April 23, 2020 and again on April 26, 2020.  The guidance further restricts borrower eligibility criteria for the PPP loan program.   The Treasury Department specifically appeared to tackle the criticism head on by stating “ . . . it is unlikely that a public company with substantial market value and access to capital markets will be able to make the required certification in good faith…”

EIDL Loan Program

The PPP Enhancement Act also infuses an additional $60 billion into the SBA’s Economic Injury Disaster Loan (EIDL) loan program.   As with the PPP loan program, significant demand for EIDL loans in the wake of the CARES Act resulted in a lapse in appropriations for the EIDL program.

Unlike the PPP loan program, the EIDL program is directly administered by the SBA and not through approved lenders.   As of April 24, 2020, the SBA reported nearly $8 billion in approved EIDL loans in response to the COVID-19 crisis.

EIDL loans offer very different features and terms from PPP loans.  EIDL loans are capped at a maximum of $2 million, carry a higher interest rate, and may require a personal guaranty over  certain loan amounts.  While PPP loans offer the potential for complete loan forgiveness, only $10,000 of the EIDL loan (an Emergency EIDL grant or loan advance) may be forgiven.

The business lending attorneys at Weiss Serota Helfman Cole & Bierman stand ready to assist clients in evaluating their business lending needs.  We can advise you in gathering due diligence, completing applications, and engaging with SBA Preferred Lenders and the SBA to process your applications as soon as possible.

The post Congress Extends Critical PPP and EIDL Small Business Funding in $484 Billion Supplemental Stimulus Bill appeared first on Weiss Serota Helfman Cole + Bierman.

On March 27, 2020, President Trump signed into law the largest economic stimulus bill in U.S. history, the Coronavirus Aid, Relief and Economic Security Act [The CARES Act (H.R. 748)].    The SBA Paycheck Protection Program (PPP) contained in the Act will provide expedited and much-needed relief to thousands of small and medium-sized businesses.

WHO IS ELIGIBLE:

• Any business concern or nonprofit which employs not more than 500 employees (full-time, part-time or other basis)
• Any “small business concern” – i.e., a business that meets the traditional SBA loan criteria
• Sole proprietors, independent contractors and eligible self-employed individuals
• The business must have been in operation on February 15, 2020

Important Note:  Currently, the SBA’s website features an application for a Disaster Assistance Loan.  Please understand that this loan is NOT the same as the PPP loan subject of the CARES Act.  As it’s currently written, the CARES Act may render a borrower ineligible for a PPP 7(A) Loan where that Borrower is also receiving a Disaster Assistance Loan related to COVID-19.

SUMMARY OF THE LOAN PROGRAM:

Once enacted into law, the loan size will be calculated by taking the average total monthly payments by the applicant for payroll costs incurred during the one-year period before the date on which the loan is made and multiplying that number by 2.5.  The maximum loan size will be $10 million.  The Act does not require the loans to be supported by collateral or personal guarantees.

The loan proceeds must be used for the borrower’s ongoing payroll (including paid sick, medical or family leave, and group health benefits), employee salaries, mortgage interest payments, rent, utilities and interest on other debt obligations.

The loans will be forgivable under certain conditions and the cancellation of that debt will be excluded from taxable income.   The amount forgiven will be equal to payroll costs and costs related to debt obligations for the covered period.   The amount of forgiveness will be reduced proportionally by the number of employees laid off during the covered period, or if the employer reduces the salary or wages of any employee in excess of 25 percent.  Employees making over $100k are excluded from this “forgiveness” calculation. There is no reduction if a borrower re-hires the employees who earlier were terminated.

WHAT YOU NEED TO DO NOW:

Like any loan, Lenders administering the loans will gather due diligence materials to qualify potential borrowers and calculate maximum loan amounts.  We urge you to start gathering the following materials right away, to avoid delays in processing your loans:

• Business formation documents (operating agreements, bylaws, etc.);
• Payroll data/employee lists/payroll tax receipts from January 1, 2019 to the present;
• All existing loan agreements, real and personal property leases (i.e., equipment, automobiles), and documents that substantiate your regular business expenses and debt obligations;
• Employer covered group health and other out-of-pocket employer benefits paid;
• Previous 12 months’ bank account statements and most recent tax returns.

ADDITIONAL CONSIDERATIONS:

The CARES Act is several hundred pages and covers a range of economic concerns related to COVID-19.    We are advising our business owner clients and friends that are in need of working capital and/or considering furloughs or layoffs of their various options.  It is significant to note that not all available options will permit the type of payroll expense and debt forgiveness cancellation that is contemplated under the CARES Act.  There are a number of additional considerations related to the CARES Act, including:

• $367 billion in lending authority for SBA 7(a) loans;
• Delegated (underwriting) authority will be made for SBA participating lenders to expedite loan processing;
• Standard 7 (a) SBA loan term of 10 years;
• A maximum interest rate of 4%;
• 100% government-guarantees on these SBA relief loans made through 12/31/20;
• Applicants with seasonal employees are eligible; payroll expenses would be based on the average total monthly payments for payroll from 3/1/19 through 6/30/19;
• Borrower guarantee fees will be waived.

The business lending attorneys at Weiss Serota Helfman Cole & Bierman stand ready to assist clients in evaluating their business lending needs.  We can advise you in gathering due diligence, completing applications, and engaging with SBA Preferred Lenders and the SBA to process your applications as soon as possible.  

The post Economic Relief for Businesses Under The Coronavirus Aid, Relief, And Economic Security Act (The Cares Act) appeared first on Weiss Serota Helfman Cole + Bierman.

We are advising our business owner clients and friends that are in need of working capital and/or considering furloughs or layoffs of the pending SBA loan program for disaster relief. These loans (likely to be funded up to $300 Billion with a maximum loan amount of $10 Million) are part of the Large Stimulus Package now being finalized by Congress. The loans are for debt obligations (payroll, rent, etc.) and will be forgivable in an amount equal to payroll costs and costs related to debt obligations for the period between 3/1/20 and 6/30/20. The amount of forgiveness will be reduced proportionally by the number of employees laid off during this time, and it will also exclude employees making in excess of $100k from this “forgiveness” calculation.

This is a loan program that could benefit many small- and medium-sized businesses. We expect the legislation authorizing the SBA loan program to be passed by Congress within the next few days.

The details of the program are summarized below.

On March 19, 2020 the Congressional Small Business Task Force unveiled a $300 Billion Emergency Coronavirus Relief Package as part of the Keeping Workers Paid and Employed Act, Division A of the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). This relief package includes:

• $300 billion in lending authority for SBA 7(a) loans.
• Borrowers can get this SBA 7(a) loan OR an EIDL (direct SBA disaster loan), but not both.
• Loan sizes of up to $10M, calculated by taking the average total monthly payments by the applicant for payroll, mortgage payments, rent payments, and payments on any other debt obligations incurred during the one-year period before the date on which the loan is made (except for applicants with seasonal employees, in which case the payroll is based on the average total monthly payments for payroll from 3/1/19 through 6/30/19).
• Loan proceeds are only for payroll support including medical leave, costs related to health benefits, employee salaries, mortgage payments, rent, utilities, and any other debt payments incurred before the covered period. These relief loans are not eligible for business acquisitions, real estate purchases, or other typical 7a loan proceeds.
• 100% government-guarantees on these SBA relief loans made through 12/31/20.
• Available for currently eligible SBA borrowers and not-for-profits.
• Delegated (underwriting) authority will be made for SBA participating lenders to expedite loan processing.
• Borrower guarantee fees will be waived.
• Provides a “process” (TBD) by which borrowers will be eligible for loan forgiveness in an amount equal to their payroll cost and costs related to debt obligations for the period between 3/1/20 and 6/30/20. The amount of forgiveness will be reduced proportionally by the number of employees laid off during this time, and it will also exclude employees making in excess of $100k from this “forgiveness” calculation.
• Lenders must verify payroll costs.

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