SB566,4,5

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171.05 (6) (a) 15. The amount of the credits computed under s. 71.07 (2dd), (2de),
2(2di), (2dj), (2dL), (2dm), (2dr), (2ds), (2dx), (3g), (3n), (3s), (3t), (5b), and (5d), (5e),
3and (6g) and not passed through by a partnership, limited liability company, or
4tax-option corporation that has added that amount to the partnership's, company's,
5or tax-option corporation's income under s. 71.21 (4) or 71.34 (1) (g).

SB566,4,87 71.07 (5e) Wisconsin business offerings credit. (a) Definitions. In this
8subsection:

SB566,4,99 1. "Agent" has the meaning given in s. 551.02 (2).

SB566,4,1010 2. "Broker-dealer" has the meaning given in s. 551.02 (3).

SB566,4,1211 3. "Claimant" means an agent or a broker-dealer who files a claim under this
12subsection.

SB566,4,1313 4. "Wisconsin business" has the meaning given in sub. (6g) (a) 4.

SB566,4,1714 (b) Filing claims. Subject to the limitations provided in this subsection, a
15claimant may claim as a credit against the tax imposed under s. 71.02, up to the
16amount of the tax, an amount equal to 10 percent of the first $500,000 raised in an
17offering of a Wisconsin business in the taxable year.

SB566,4,2018 (c) Limitations. 1. The maximum amount of the credits that may be claimed
19in each taxable year under this subsection and ss. 71.28 (5e) and 71.47 (5e) is
20$3,000,000.

SB566,5,321 2. Partnerships, limited liability companies, and tax-option corporations may
22not claim the credit under this subsection, but the eligibility for, and the amount of,
23the credit are based on their payment of amounts described under par. (b). A
24partnership, limited liability company, or tax-option corporation shall compute the
25amount of credit that each of its partners, members, or shareholders may claim and

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1shall provide that information to each of them. Partners, members of limited liability
2companies, and shareholders of tax-option corporations may claim the credit in
3proportion to their ownership interests.

SB566,5,54 (d) Administration. Section 71.28 (4) (e) to (h), as it applies to the credit under
5s. 71.28 (4), applies to the credit under this subsection.

SB566,5,87 71.07 (6g) Long-term capital gains credit; Wisconsin businesses. (a)
8Definitions. In this subsection:

SB566,5,119 1. "Claimant" means an individual; an individual partner or member of a
10partnership, limited liability company, or limited liability partnership; or an
11individual shareholder of a tax-option corporation.

SB566,5,1212 2. "Financial institution" has the meaning given in s. 69.30 (1) (b).

SB566,5,1413 3. "Long-term capital gain" means the gain realized from the sale of any asset
14held more than one year.

SB566,5,1515 4. "Wisconsin business" means a business to which all of the following apply:

SB566,5,1616 a. Its headquarters is in this state.

SB566,5,1817 b. At least 51 percent of the employees employed by the business are employed
18in this state.

SB566,5,2119 c. It is engaged in, or has committed to engage in, manufacturing, agriculture,
20processing or assembling products, conducting research and development, or
21developing a new product or business process.

SB566,5,2522 d. It is not engaged in real estate development; insurance; banking; lending;
23lobbying; political consulting; professional services proved by attorneys,
24accountants, business consultants, physicians, or health care consultants; wholesale
25or retail trade; leisure; hospitality; transportation; or construction.

SB566,6,1

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1e. It has less than 500 employees.

SB566,6,22 f. It has been in operation in this state for not more than 7 consecutive years.

SB566,6,83 (b) Filing claims. Subject to the limitations provided in this subsection, a
4claimant may claim as a credit against the tax imposed under s. 71.02, up to the
5amount of those taxes, an amount equal to the long-term gain that is not excluded
6from taxation under s. 71.05 (6) (b), that is realized by the claimant in the taxable
7year to which the claim under this subsection relates, multiplied by the claimant's
8marginal tax rate.

SB566,6,109 (c) Limitations. 1. No credit may be allowed under this subsection unless it
10is claimed within the time period under s. 71.75 (2).

SB566,6,1211 2. No credit may be allowed under this subsection unless the claimant
12immediately deposits the gain into a segregated account in a financial institution.

SB566,6,1513 3. No credit may be allowed under this subsection unless the claimant, within
14180 days after the sale of the asset that generated the gain, invests in a Wisconsin
15business using all of the proceeds in the account described under subd. 2.

SB566,6,2016 4. No credit may be allowed under this subsection unless the claimant, after
17investing in a Wisconsin business as described under subd. 3., immediately notifies
18the department of revenue, on a form prepared by the department, that the claimant
19will not declare on the claimant's income tax return the gain described under subd.
202. because the claimant has reinvested the capital gain as described under subd. 3.

SB566,6,2321 5. The basis of the investment described in subd. 3. shall be calculated by
22subtracting the gain described in subd. 2. from the cost of the investment described
23in subd. 3.

SB566,7,3

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16. If a claimant claims the credit under this subsection, the claimant may not
2use the gain described under subd. 2. to net capital gains and losses, as described
3under s. 71.05 (10) (c).

SB566,7,134 7. For a claimant who is an individual, who is a nonresident or part-year
5resident of this state, and who is a single person or a married person filing a separate
6return, multiply the credit for which the claimant is eligible under par. (b) by a
7fraction the numerator of which is the individual's Wisconsin adjusted gross income
8and the denominator of which is the individual's federal adjusted gross income. If
9a claimant is married and files a joint return, and if the claimant or the claimant's
10spouse, or both, are nonresidents or part-year residents of this state, multiply the
11credit for which the claimant is eligible under par. (b) by a fraction the numerator of
12which is the couple's joint Wisconsin adjusted gross income and the denominator of
13which is the couple's joint federal adjusted gross income.

SB566,7,2114 8. Partnerships, limited liability companies, and tax-option corporations may
15not claim the credit under this subsection, but the eligibility for, and the amount of,
16the credit are based on their receipt of interest under par. (b). A partnership, limited
17liability company, or tax-option corporation shall compute the amount of credit that
18each of its partners, members, or shareholders may claim and shall provide that
19information to each of them. Partners, members of limited liability companies, and
20shareholders of tax-option corporations may claim the credit in proportion to their
21ownership interest.

SB566,7,2322 (d) Administration. Subsection (9e) (d), to the extent that it applies to the credit
23under that subsection, applies to the credit under this subsection.

SB566,8,2

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171.10 (4) (ce) The long-term capital gains; Wisconsin businesses tax credit
2under s. 71.07 (6g).

SB566,8,44 71.10 (4) (cg) Wisconsin business offerings credit under s. 71.07 (5e).

SB566,8,97 71.21 (4) Credits computed by a partnership under s. 71.07 (2dd), (2de), (2di),
8(2dj), (2dL), (2dm), (2ds), (2dx), (3g), (3n), (3s), (3t), (5b), (5e), and (5g) and passed
9through to partners shall be added to the partnership's income.

SB566,9,412 71.26 (2) (a) Corporations in general. The "net income" of a corporation means
13the gross income as computed under the Internal Revenue Code as modified under
14sub. (3) minus the amount of recapture under s. 71.28 (1di) plus the amount of credit
15computed under s. 71.28 (1), (3), (4), and (5) minus, as provided under s. 71.28 (3) (c)
167., the amount of the credit under s. 71.28 (3) that the taxpayer added to income
17under this paragraph at the time that the taxpayer first claimed the credit plus the
18amount of the credit computed under s. 71.28 (1dd), (1de), (1di), (1dj), (1dL), (1dm),
19(1ds), (1dx), (3g), (3n), (3t), (5b), (5e), and (5g) and not passed through by a
20partnership, limited liability company, or tax-option corporation that has added that
21amount to the partnership's, limited liability company's, or tax-option corporation's
22income under s. 71.21 (4) or 71.34 (1) (g) plus the amount of losses from the sale or
23other disposition of assets the gain from which would be wholly exempt income, as
24defined in sub. (3) (L), if the assets were sold or otherwise disposed of at a gain and
25minus deductions, as computed under the Internal Revenue Code as modified under

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1sub. (3), plus or minus, as appropriate, an amount equal to the difference between
2the federal basis and Wisconsin basis of any asset sold, exchanged, abandoned, or
3otherwise disposed of in a taxable transaction during the taxable year, except as
4provided in par. (b) and s. 71.45 (2) and (5).

SB566,9,76 71.28 (5e) Wisconsin business offerings credit. (a) Definitions. In this
7subsection:

SB566,9,88 1. "Agent" has the meaning given in s. 551.02 (2).

SB566,9,99 2. "Broker-dealer" has the meaning given in s. 551.02 (3).

SB566,9,1110 3. "Claimant" means an agent or a broker-dealer who files a claim under this
11subsection.

SB566,9,1212 4. "Wisconsin business" has the meaning given in s. 71.07 (6g) (a) 4.

SB566,9,1613 (b) Filing claims. Subject to the limitations provided in this subsection, a
14claimant may claim as a credit against the tax imposed under s. 71.23, up to the
15amount of the tax, an amount equal to 10 percent of the first $500,000 raised in an
16offering of a Wisconsin business in the taxable year.

SB566,9,1917 (c) Limitations. 1. The maximum amount of the credits that may be claimed
18in each taxable year under this subsection and ss. 71.07 (5e) and 71.47 (5e) is
19$3,000,000.

SB566,9,2520 2. Partnerships, limited liability companies, and tax-option corporations may
21not claim the credit under this subsection, but the eligibility for, and the amount of,
22the credit are based on their payment of amounts described under par. (b). A
23partnership, limited liability company, or tax-option corporation shall compute the
24amount of credit that each of its partners, members, or shareholders may claim and
25shall provide that information to each of them. Partners, members of limited liability

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1companies, and shareholders of tax-option corporations may claim the credit in
2proportion to their ownership interests.

SB566,10,43 (d) Administration. Subsection (4) (e) to (h), as it applies to the credit under
4sub. (4), applies to the credit under this subsection.

SB566,10,66 71.30 (3) (epp) Wisconsin business offerings credit under s. 71.28 (5e).

SB566,10,119 71.34 (1) (g) An addition shall be made for credits computed by a tax-option
10corporation under s. 71.28 (1dd), (1de), (1di), (1dj), (1dL), (1dm), (1ds), (1dx), (3), (3g),
11(3n), (3t), (5b), (5e), and (5g) and passed through to shareholders.

SB566,10,1914 71.45 (2) (a) 10. By adding to federal taxable income the amount of credit
15computed under s. 71.47 (1dd) to (1dx), (3n), (5b), (5e), and (5g) and not passed
16through by a partnership, limited liability company, or tax-option corporation that
17has added that amount to the partnership's, limited liability company's, or
18tax-option corporation's income under s. 71.21 (4) or 71.34 (1) (g) and the amount of
19credit computed under s. 71.47 (1), (3), (3t), (4), and (5).

SB566,10,2221 71.47 (5e) Wisconsin business offerings credit. (a) Definitions. In this
22subsection:

SB566,10,2323 1. "Agent" has the meaning given in s. 551.02 (2).

SB566,10,2424 2. "Broker-dealer" has the meaning given in s. 551.02 (3).

SB566,11,2

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13. "Claimant" means an agent or a broker-dealer who files a claim under this
2subsection.

SB566,11,33 4. "Wisconsin business" has the meaning given in s. 71.07 (6g) (a) 4.

SB566,11,74 (b) Filing claims. Subject to the limitations provided in this subsection, a
5claimant may claim as a credit against the tax imposed under s. 71.43, up to the
6amount of the tax, an amount equal to 10 percent of the first $500,000 raised in an
7offering of a Wisconsin business in the taxable year.

SB566,11,108 (c) Limitations. 1. The maximum amount of the credits that may be claimed
9in each taxable year under this subsection and ss. 71.07 (5e) and 71.28 (5e) is
10$3,000,000.

SB566,11,1811 2. Partnerships, limited liability companies, and tax-option corporations may
12not claim the credit under this subsection, but the eligibility for, and the amount of,
13the credit are based on their payment of amounts described under par. (b). A
14partnership, limited liability company, or tax-option corporation shall compute the
15amount of credit that each of its partners, members, or shareholders may claim and
16shall provide that information to each of them. Partners, members of limited liability
17companies, and shareholders of tax-option corporations may claim the credit in
18proportion to their ownership interests.

SB566,11,2019 (d) Administration. Section 71.28 (4) (e) to (h), as it applies to the credit under
20s. 71.28 (4), applies to the credit under this subsection.

SB566,11,2222 71.49 (1) (epp) Wisconsin business offerings credit under s. 71.47 (5e).

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177.92 (4) "Net business income," with respect to a partnership, means taxable
2income as calculated under section 703 of the Internal Revenue Code; plus the items
3of income and gain under section 702 of the Internal Revenue Code, including taxable
4state and municipal bond interest and excluding nontaxable interest income or
5dividend income from federal government obligations; minus the items of loss and
6deduction under section 702 of the Internal Revenue Code, except items that are not
7deductible under s. 71.21; plus guaranteed payments to partners under section 707
8(c) of the Internal Revenue Code; plus the credits claimed under s. 71.07 (2dd), (2de),
9(2di), (2dj), (2dL), (2dm), (2dr), (2ds), (2dx), (3g), (3s), (3n), (3t), (5b), (5e), and (5g);
10and plus or minus, as appropriate, transitional adjustments, depreciation
11differences, and basis differences under s. 71.05 (13), (15), (16), (17), and (19); but
12excluding income, gain, loss, and deductions from farming. "Net business income,"
13with respect to a natural person, estate, or trust, means profit from a trade or
14business for federal income tax purposes and includes net income derived as an
15employee as defined in section 3121 (d) (3) of the Internal Revenue Code.

SB566,12,2118 180.0622 (2) Except as provided in par. (b) or unless Unless otherwise provided
19in the articles of incorporation, a shareholder of a corporation is not personally liable
20for the acts or debts of the corporation, except that a shareholder may become
21personally liable by his or her acts or conduct other than as a shareholder.

SB566,13,324 551.02 (4w) "Finder" means a person whose activities are limited to
25identifying, introducing, or both, a potential investor to a broker-dealer licensed in

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1this state, or an issuer, who subsequently sells a security to the potential investor,
2if the person's activities result in sales of an issuer's securities that do not exceed
3$1,000,000 in any period of 12 consecutive months.

SB566,13,125 551.23 (10) Any offer or sale of its securities by an issuer having its principal
6office in this state, if the aggregate number of persons holding directly or indirectly
7all of the issuer's securities, after the securities to be issued are sold, does not exceed
825 100, exclusive of persons under sub. (8), if no commission or other remuneration
9is paid or given directly or indirectly for soliciting any person in this state, except to
10broker-dealers and agents licensed in this state and to finders, and if no advertising
11is published unless it has been permitted by filed with the division within 3 business
12days of the adverstising's first use.

SB566,13,2414 551.23 (11) (a) Any transaction pursuant to an offer directed by the offeror to
15not more than 25 300 persons in this state, excluding persons exempt under sub. (8)
16but including persons exempt under sub. (10), during any period of 12 consecutive
17months, whether or not the offeror or any of the offerees is then present in this state,
18if the offeror reasonably believes that all the persons in this state are purchasing for
19investment, and if no commission or other remuneration is paid or given directly or
20indirectly for soliciting any person in this state other than those exempt by sub. (8)
21except for commission or other remuneration paid or given directly or indirectly to
22broker-dealers and agents licensed in this state and to finders, and if no advertising
23is published unless it has been filed with the division within 3 business days of the
24adverstising's first use.

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1551.23 (11) (b) The division may by rule or order, as to any security or
2transaction or any type of security or transaction, withdraw or further condition this
3exemption, or increase or decrease the number of offerees permitted, or waive the
4conditions in par. (a), and may require reports of sales under this exemption.

SB566,14,126 551.23 (18) Any other transaction as to which the division by rule or order finds
7that registration is not necessary or appropriate for the protection of investors,
8except that any exemption adopted by rule or order under this subsection that
9depends, in whole or in part, on the aggregate offering price of securities sold in an
10offering to persons in this state shall apply to a transaction in which such price does
11not exceed $20,000,000 or any greater amount specified by the division by rule or
12order.

SB566,14,1714 551.53 (1) (b) That has not been filed with the division not later than the date
15of publication or circulation, except for advertising relating to a federal covered
16security or except as the division may otherwise provide by rule or order and except
17as provided in s. 551.23 (10) and (11) (a).