An attorney helped me and my wife form a corporation. We set up a small business, and took out loans and signed vendor agreements for the corporations business. Are we on the hook for the agreements if the business fails?
It depends on the terms of the contracts. Generally vendors require personal guarantees from small corporations. Check the agreements and determine whether they include a personal guarantee. To avoid personal responsibility, the contracts should be signed by an authorized representative of the corporation ONLY in his or her representative capacity (e.g. ABC Corp by Judy Jones, President).
Bank loan documents will often have a clearly labeled personal guaranty. But some vendor account greements (usually from material providers) may have a single sentence in an account application that states that the person signing the application is also personally liable for the account debt even if signing in a corporate capacity. These are very questionable for enforcement if not done properly. But I have seen vendors use a clause like this to pursue an individual who was not even an owner of the business. As a practical matter, even that single sentence may mean that a creditor may assert personal liability. My advice to clients is to be sure to strike these sentences in applications to avoid problems. Many creditors may not even notice the sentence has been struck.
