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The Georgia Association of Business Brokers held its March 31 meeting online with more than 60 participants.
Business coach Russ Hall, our guest speaker, came to us using the Zoom virtual meeting platform. Mr. Hall offered advice on how small business owners can weather the current economic and health crisis. GABB affiliate and attorney Wendy Kraby talked about how loan closings are happening online, and SBA lenders discussed SBA loans available during the crisis and loan extension options.
The presentation from Russ’s excellent webinar, Crisis Averted,: 11 Steps To Help Your Business Survive and Thrive, is linked here: CRISIS AVERTED Webinar by Russ Hall for GABB
Since 2003, Mr. Hall has been a part of ActionCOACH, a global organization that helps the owners and teams of small businesses improve performance so that they can improve their lives. He spent his first seven years after university as a US Naval Aviator, and he piloted SH-3 Sea King anti-submarine warfare helicopters. He also spent 21 years with a Fortune 100 company in the Healthcare Technology sector, leading and managing national award-winning teams in Sales and Customer Service for most of that time. As a part of his development as a coach, he earned a Master’s in Industrial-Organizational Psychology from the University of Georgia.
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For closings or other documents that require the signature of a notary (and/or a witness), Georgia’s governor today has issued an executive order allowing remote notary (Order No. 03.31.20.01).
Witnessing of a signature by a witness or notary may be satisfied by “the use of real-time audio-video communication technology or any similar real-time means of electronic video conferencing that allows all of the parties to communicate with each other simultaneously by sight and sound.”
Such order is only in effect as long as the Executive Order #0.3.14.20.01 declaring a Public Health State Emergency in Georgia is in effect (currently through April 13, 2020), or as may be extended.
However, an electronic notary is only helpful if it is accepted in the marketplace. Will it be accepted by courts, title insurance companies, lenders, or private business?
For instance, one title company will only insure title on recorded title documents under the following ADDITIONAL conditions (above and beyond the limitation placed by the State of Georgia). Some of those requirements include, but are not limited to:
- The lender in any transaction must give written authorization and instructions from any lender and all parties to a transaction.
- Transaction must be 1 to 4 family residential property in Georgia with title insurance not to exceed $2 Million.
- The Notary must be registered in Georgia and physically located in Georgia while witnessing the signing.
- The Notary must sign a certification form issued by the title company
- The document shall be dated by the Notary the date of the signing, not the date the Notary received the original-signed documents.
- The only audio-video technology allowed is Zoom Pro, Zoom Executive or Microsoft Teams.
- A signer must place the signed original documents (and photo ID copy) in an overnight package to the closing Attorney during the audio-video conference in the presence of the Closing Attorney.
- No disbursement of money can occur until the original signed documents are received by the Closing Attorney.
Keep in mind that different title insurance companies and lenders may have different requirements.
It is important that anyone planning to sign remotely when a witness or notary is needed should coordinate with all parties ahead of time, especially with the closing attorney and any lender that may be involved. For more information on how my firm is handling real estate and business closings, see my previous blog post.
Wendy W. Kraby is a business and land development attorney at Gregory, Doyle, Calhoun & Rogers, LLC in Atlanta and is an affiliated professional member of GABB. https://www.gdcrlaw.com/wendy-w-krabyRead More
Are Closings Happening?
By Wendy W. Kraby, Senior Associate, GDCR Attorneys at Law.
With social distancing and work-from-home realities, are business and real estate closings even happening during the Covid 19 concerns?
As of the date of this writing, both business and real estate closings in Georgia are able to be processed during this time. However, parties need to be patient, flexible and proactive. The overall situation is very fluid and requirements and restrictions are rapidly changing.
Banks, accountants, law firms and other professional offices are — by and large — up and running. However, some services may be temporarily delayed as offices balance their work staff. Many employees are working from home, using their personal cell or home phones, so note that your caller ID may not be picking up the true caller.
Last week, my phone noted that I was getting calls from a “Rodney” in New York. I assumed it was a sales call or wrong number. Turns out it was a bank officer with Chase Bank calling to discuss resolving a client’s legal issue. I had eagerly been awaiting a call from the bank.
“I’m so sorry to call from my personal home,” Rodney said as his dog barked in the background, “but our entire staff is working remotely right now.”
We resolved the issue and I was told that I would be sent a follow up letter confirming our agreement. However, Rodney said the letter would take about two weeks or more to come, because he was unsure who was in the office to physically mail it.
We both lamented that this is our reality. But ultimately, the issue was resolved, and the client was pleased.
Note that other than closings in which documents need to be signed, law firms and other professionals have quickly moved to almost all meetings being by phone conference or video conferencing.
When closing a real estate deal, the requirement is to record in the public records any property transfer deeds or financing liens as soon as possible after closing. However, with many Georgia courthouses closed to outsiders or closed completely for cleaning (such as DeKalb County), how are original documents to be submitted for recording? Most counties in Georgia are now able to accept online filing of deeds and most law firms and title companies have transitioned easily to this. For, counties that do not have online filing or who are not able to accept mailed deeds for recording, major title companies have stated that they will insure over the “recording gap” (the time between when a deed was signed and when it is recorded in the public records) with signed indemnities from the parties involved.
While some closing documents, such as closing statements, can be signed remotely, real estate deeds and security deeds in Georgia normally must be signed, witnessed and notarized in person. That is, the signer, witness and notary should all be in the same room and actually see the signing take place. On March 31, the Georgia governor issued an order to allow video notary signing under certain conditions.
At our firm, we schedule closings to make sure there is only one closing at a time in the office, which closings take place in a designated open-air area that is sanitized before and after each closing. We have the signer, witness and notary (and attorney) each sit at the same table, but separated to different corners of the large table, each with their own blue pen. Proper social distancing is maintained, and we have set up so that only one “touch point” to allow people into the building is needed.
There is no legal requirement that Seller and Buyer sign at the same time or even sign in the same room.
For a recent closing in which we represented the Seller, she signed in our office the day before closing and we sent her documents via overnight delivery to the closing attorney, who had the Buyers come into the closing office the next day. The closing proceeded with no issues and the bank wires were delivered quickly.
According to Georgia law (O.C.G.A. § 10-12-7), parties to a contract (not a land deed) can sign electronically through an app or program. I do not recommend this unless both parties have a provision in the contract that signing electronically is specifically permitted. Proving in a Georgia court of law that someone has actually signed a document electronically is not well established. For real estate and business closings, there are typically numerous documents to be signed. It is still recommended that closing documents be hand-signed by the parties.
To date, our firm has found lending institutions to be very willing to move forward with previously scheduled closings – both for real estate and business purchases. I recently spoke to the president of a local community bank who said, while it did not let the community inside the bank without an appointment, the bank is very much open and still lending — although some employees are working from home.
Wendy W. Kraby is a business and land development attorney at Gregory, Doyle, Calhoun & Rogers, LLC in Atlanta and is an affiliated professional member of GABB. https://www.gdcrlaw.com/wendy-w-kraby
As the country faces the challenges related to the Coronavirus (COVID-19), SBA lenders in the Georgia Association of Business Brokers say they are still in business, approving loans, and can provide information about the SBA’s Economic Injury Disaster Loans.
The Coronavirus Aid, Relief, and Economic Security (CARES) Act just passed by Congress includes programs and initiatives intended to assist business owners with whatever needs they have right now. Details included at this link.
Information about available loans is changing daily, so anyone with any questions about SBA loans available should contact a GABB Affiliate lender, and GABB will try to update information here as it becomes available.
“The SBA Team at Atlantic Capital is here as a resource to help businesses access the capital they need to continue to run and grow their companies,” says Thomas Rockwood, Vice President of SBA Lending at Atlantic Capital Bank.
Atlantic Capital, Cheryl Beer, Senior Vice President of SBA Lending at the Piedmont Bank, and other GABB affiliates who are SBA lenders say are still approving new loans for borrowers and fully participating in all of the U.S. Small Business Administration (SBA) loan programs designed to assist small business owners. These valuable GABB affiliates are still providing businesses access to capital through the SBA 7a, 504, and Express loan programs, including the Veterans Advantage loans, Woman-owned business loans, and programs for minority-owned businesses.
GABB Board member Kim Eells, Senior Vice President of SBA Business Development at Georgia Primary Bank, said as of March 18, the State of Georgia has been added as a declared state for Coronavirus Disaster Loan Assistance with the SBA. Businesses that have been adversely affected by COVID-19 may now apply for Disaster Assistance directly with the SBA, no banks involved, Eells said. These loans are up to $2,000,000, up to 30 year term, fixed rate of 3.75%. Apply online at: www.sba.gov/disaster.
“I was just on a training/conference call with SBA regarding the disaster loans,” Eells said. “They are going to make it as painless and fast as possible for the borrowers. They said everyone should apply, apply, apply.”
U.S. Small Business Administration is providing low-interest federal disaster loan funds for working capital to small businesses and private, non-profit organizations suffering substantial economic injury as a result of COVID-19.
SBA’s Economic Injury Disaster Loans:
- Offer up to $2 million in assistance
- May be used to pay fixed debts, payroll, accounts payable and other bills that can’t be paid because of the
- Interest rate is 3.75% for small businesses
- Interest rate for non-profits is 2.75%
- Offer terms up to a maximum of 30 years (determined on a case-by-case basis)
Ryan Stoll, Vice President SBA Banker, at Cadence Bank, provided this PDF with more details about the SBA loan program.
“These funds are intended to replace lost sales or profits or for expansion for those businesses directly affected by the Covid 19 virus.,” said Susan Kite, Senior Vice President of SBA Business Development at Georgia Primary Bank. Susan has also posted information about the loans on the GABB member forum.”We are still making business acquisition loans at Georgia Primary Bank!”
For more information, please contact the SBA Disaster Assistance Customer Service Center. Call 1-800-659-2955 (TTY: 1-800-877-8339) or e-mail email@example.com.
Carolyn Robinson, a Senior Vice President at Acclivity Financial, A Subsidiary of Citizens Bank, said her bank is helping “our borrowers who want a loan payment deferment. We are continuing to underwrite, process and close loans.”
Carolyn provided additional details about the three-step process for applying for SBA disaster loans.Three_Step_Process_SBA_Disaster_Loans
The GABB encourages small businesses to contact one of the many SBA lenders in our association because these lenders have a proven track record of successfully working with business owners.
“We hope that all of you stay safe and healthy in the coming weeks and months,” said David Brindley, Vice President of Live Oak Bank. “Together, we will get through this challenging time!”