Transactional

By: Theodore F. Claypoole

The Chester County Department of Community Development has announced that, effective as of October 7, 2010, areas eligible for Recovery Zone Bond financing have been expanded to include a 1-mile radius surrounding Chester County’s 15 Boroughs and the City of Coatesville. Recovery Zone Bonds can be used for private or municipal purposes of promoting development or other economic activity in a Recovery Zone.

For information on Recovery Zone Bond financing, please contact Theodore F. Claypoole at 610-692-1371 or tclaypoole@utbf.com.

Theodore F. Claypoole

Theodore F. Claypoole is a partner at Unruh, Turner, Burke and Frees, Theodore practices in the areas of Pennsylvania Commercial Transactions and Business Organizations, Pennsylvania Land Use and Construction, Pennsylvania Real Estate, and Tax-Exempt Organizations. The firm maintain law offices in Malvern, Phoenixville, and West Chester Pennsylvania which serve the Main Line, and many surrounding communities such as Devon, Exton, West Chester, Ardmore and others.

By: Theodore F. Claypoole

CNN provides a summary of the proposed $42 billion bill aimed at helping small businesses, which has been sent to the President for his signature.

For more information contact Theodore F. Claypoole.

By: Theodore F. Claypoole

The Pennsylvania Department of Treasury is offering amnesty from penalties and interest to unclaimed property holders who voluntarily come into compliance with Pennsylvania’s Disposition of Abandoned and Unclaimed Property Law before October 31, 2010. Businesses and tax-exempt entities, which hold unclaimed property, are required to file an unclaimed property report with the Department of Treasury each year.

For information on how to participate in the Department of Treasury’s amnesty program, please contact Theodore F. Claypoole.

By: Theodore F. Claypoole

During February 2010, the Internal Revenue Service (“IRS”) began its first Employment Tax National Research Project in 25 years. As part of the project, the IRS will randomly select a total of 6,000 taxpayers (2,000 taxpayers in 2010, 2,000 taxpayers in 2011, and 2,000 taxpayers in 2012) for comprehensive audits of those taxpayers’ compliance with employment tax law and related reporting requirements. More information about the project can be found on the IRS’ website.

For more information on the Employment Tax National Research Project or Federal income taxes, please contact Theodore F. Claypoole at 610-692-1371 or tclaypoole@utbf.com.

By: Theodore F. Claypoole

While acting in the capacity of an officer of a corporation or manager or member of a limited liability company, it is important for one to hold himself or herself out as the officer or manager or member of the corporation or limited liability company, as applicable. There have been many recent court cases involving creditors attempting to have the Court hold the officers or shareholders of a corporation personally responsible for the corporation’s debts to that creditor. In addition to attempting to pierce the corporate veil of a corporation, a creditor may argue that the officer personally contracted for the services with the creditor. Officers of a corporation and managers and members of a limited liability company may unduly subject themselves to personal liability in a contract intended to be between their corporation or limited liability company and a third party if the officer, manager, or member fails to sign the contract in his or her capacity as an officer, manager, or member of the corporation or limited liability company, as applicable.

For example, a creditor may argue that John Doe, President of ABC Corp. is personally obligated under a contract where John Doe signs the contract as simply John Doe. He should sign the contract in his capacity as an officer as follows:

ABC Corp.

By: John Doe
John Doe, President

OR

John Doe
John Doe, President of ABC Corp.

For more information on corporations or limited liability companies, please contact Theodore F. Claypoole at 610-692-1371 or tclaypoole@utbf.com.