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Unemployment Insurance
                                EXHIBIT 10.5 (CONTINUED)

                                                       New    Employee  Taxable
                                              Employer  Employer  Withholding  Wage
                                     State    Tax Rate  Tax Rate  Rate  Limit    Coverage
                                 Utah        0.1%–8.1%   (1)   None   $21,400   Any company paying
                                                                              $140+ in wages
                                                                              during any quarter of
                                                                              current or preceding
                                                                              year or that is
                                                                              subject to FUTA
                                 Vermont     0.4%–8.4%  (1)    None   $8,000   Same as federal
                                 Virginia     0%–6.2%  2.5%    None   $8,000  Same as federal
                                 Washington  0.47%–5.6%  (1)  Optional  $28,500  Any company with
                                                                              1+ employees
                                                                              during the year
                                 West Virginia  1.5%–8.5%  2.7%  None  $8,000  Same as federal
                                 Wisconsin   0%–9.75%  3.05%   None   $10,500  Same as federal
                                 Wyoming      0.15%–    (1)    None   $14,700   Any company with
                                              8.71%                           1+ employees
                                                                              during the year
                                Note 1: Industry-based rate is applied for a new employer.



                              charged against the company, which will impact its experience rating
                              and therefore increase the amount of its contribution rate in the fol-
                              lowing year.
                                  States have a preference for defining contractors as employees, since
                              an employer can then be required to pay unemployment taxes based on

                              the pay of these individuals. To determine the status of an employee
                              under a state unemployment insurance program, use some portion or all
                              of the so-called ABC test, which defines a person as a contractor only if:
                                   •  There is an absence of control by the company.
                                   •  Business conducted by the employee is substantially different
                                     from that of the company, or is conducted away from its
                                     premises.




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