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17(3) Claim eligibility and requirements. (a) A participating investor may claim
18a premium tax credit in the amount the authority awards only after the participating
19investor makes an investment of designated capital in the certified jobs now fund in
20the amount approved by the authority under sub. (2).
AB129,52,2521
(b) A participating investor may claim up to 25 percent of the premium tax
22credit approved under sub. (2) in a taxable year, except that a participating investor
23may not claim any premium tax credit under this subchapter for a taxable year
24beginning before January 1, 2014, and a premium tax credit may not be applied to
25quarterly tax payments due during the 2014 taxable year.
AB129,53,2
1(4) Limits on premium tax credits. (a) The authority may not award more than
2$200,000,000 in premium tax credits under this subchapter.
AB129,53,83
(b) If, as a result of the limitations under par. (a), the amount of available
4premium tax credits is insufficient for approval of the full amount of all applications
5for capital investments that are received by the authority within the 15-day period
6established by the authority under sub. (1) (b), the authority shall prorate the
7awardable amount among the applicants based on the amount the applicant has
8committed to invest in the certified jobs now fund.
AB129,53,119
(c) The authority may not award more than $50,000,000 in premium tax credits
10to a single participating investor, including its successor and any affiliate, on a
11particular allocation date.
AB129,53,14
12239.23 Operation of a certified jobs now fund. (1) Required disclosures
13in securities offerings. Any offering material involving the sale of securities of a
14certified jobs now fund shall include all of the following statements:
AB129,53,2115
(a) "By authorizing the formation of a certified jobs now fund, the Wisconsin
16Venture Capital Authority does not endorse the quality of management or explicitly
17or implicitly guarantee or otherwise assure the economic performance of the fund
18and is not liable for damages or losses to a participating investor in the fund. Use
19of the word "certified" in an offering is not a recommendation, endorsement, or
20guarantee of the investment by the Wisconsin Venture Capital Authority or the
21state."
AB129,54,422
(b) "Investments in a prospective certified jobs now fund prior to the time the
23fund is certified are not eligible for a premium tax credit under section 76.634 of the
24Wisconsin Statutes. Investments in a certified jobs now fund are not eligible for a
25premium tax credit under section 76.634 of the Wisconsin Statutes unless the
1proposed investment is approved by the Wisconsin Venture Capital Authority under
2section 239.22 of the Wisconsin Statutes before the investment is made. In the event
3that certain statutory provisions are violated, the state may require forfeiture of
4unused premium tax credits and repayment of used premium tax credits."
AB129,54,75
(c) "In addition to any other applicable law, the certified jobs now fund is subject
6to applicable provisions of subchapter III of chapter 239 of the Wisconsin Statutes
7and any requirements of the Wisconsin Venture Capital Authority."
AB129,54,10
8(2) Qualified investments. A certified jobs now fund may invest designated
9capital only in a qualified business. A qualified investment shall meet all of the
10following requirements:
AB129,54,1511
(a) The investment is a cash investment in a qualified business for the purchase
12of debt, debt participation, equity, or hybrid security of any kind, including a debt
13instrument or security that has the characteristics of debt that provides for
14conversion into equity or an equity participation instrument such as an option or
15warrant.
AB129,54,1916
(b) If the investment is for the purchase of any debt or debt participation, no
17more than 10 percent of that debt or debt participation may be used for the
18refinancing of other debt or the buy-out of other shareholders or owners of the
19qualified business.
AB129,54,2220
(c) As a condition of the investment, the qualified business agrees not to
21relocate its headquarters outside of this state as long as the certified jobs now fund
22continues to hold the investment.
AB129,55,223
(d) As a condition of the investment, the qualified business agrees to maintain
24at least 75 percent of its employees, or pay at least 75 percent of its payroll to
25employees, including the employees or payroll of any subsidiary or other affiliated
1entity, in this state as long as the certified jobs now fund continues to hold the
2investment.
AB129,55,7
3(3) Authority determinations regarding qualified businesses. A certified
4jobs now fund may request a determination from the authority that a business in
5which the fund proposes to invest is a qualified business or an early stage business.
6The authority shall issue its determination in writing to the fund within a reasonable
7time after the fund's request.
AB129,55,12
8(4) Schedule of investments. A certified jobs now fund shall make qualified
9investments according to the following schedule, except that a certified jobs now fund
10may reinvest proceeds it receives from one qualified investment in another qualified
11investment and apply the amount of that reinvestment toward the following
12requirements for that other qualified investment:
AB129,55,1513
(a) Within 2 years after an allocation date, at least 35 percent of the designated
14capital approved by the authority on that date is placed in qualified investments, of
15which at least 50 percent is invested in early stage businesses.
AB129,55,1816
(b) Within 4 years after an allocation date, at least 50 percent of the designated
17capital approved by the authority on that date is placed in qualified investments, of
18which at least 50 percent is invested in early stage businesses.
AB129,55,2319
(c) Notwithstanding s. 239.24 (1) (c) and (e), if, within 5 years after an allocation
20date, the certified jobs now fund has not placed at least 80 percent of the designated
21capital approved by the authority on that date in qualified investments, of which at
22least 50 percent is invested in early stage businesses, the certified jobs now fund may
23not pay any management or similar fee until it has made those investments.
AB129,56,324
(d) Notwithstanding s. 239.24 (1) (c) and (e), if, within 7 years after an
25allocation date, the certified jobs now fund has not placed 100 percent of the
1designated capital approved on that date in qualified investments, of which at least
250 percent is invested in early stage businesses, the certified jobs now fund may not
3pay any management or similar fee until it has made those investments.
AB129,56,12
4(5) Qualified business relocation out of state. If within 24 months after the
5date a qualified investment is made, the qualified business relocates its principal
6business operations to another state and the certified jobs now fund still holds a
7qualified investment in the business, the amount of the fund's total designated
8capital and qualified investments may be reduced by the amount of the qualified
9investment in the relocated business for the purpose only of satisfying the
10investment schedule under sub. (4). This subsection does not apply if the relocated
11business returns its principal business operations to this state within 90 days after
12its initial relocation.
AB129,56,15
13(6) Other limitations on investments. (a) A certified jobs now fund may not
14invest more than 15 percent of its total designated capital in any one qualified
15business.
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(b) A certified jobs now fund may invest any designated capital not invested in
17qualified investments only in the following:
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1. Cash deposited in a federally insured financial institution.
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2. Certificates of deposit in a federally insured financial institution.
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3. Investment securities that are obligations of the United States or its
21agencies, or obligations that the United States fully guarantees as to principal and
22interest.
AB129,57,223
4. Debt instruments rated at least "A" or its equivalent by a nationally
24recognized credit rating organization, or issued or guaranteed by a business whose
25unsecured debt is rated at least "A" or its equivalent by a nationally recognized credit
1rating organization if that debt is not subordinated to other unsecured debt of the
2issuer or the guarantor.
AB129,57,33
5. Obligations of the state or any political subdivision of the state.
AB129,57,54
6. Any other investments of a similar credit quality and risk as those in subds.
51. to 5. that are approved in advance in writing by the authority.
AB129,57,9
6(7) Restrictions on management. No certified jobs now fund or its affiliate may
7be managed or controlled by, or have a partner, member, or other principal that is,
8an insurance company or other person subject to premium tax liability or an affiliate
9of that person or insurance company.
AB129,57,11
10239.24 Distributions; profit sharing fee. (1) Permissible distributions. 11A certified jobs now fund may make only the following distributions:
AB129,57,1412
(a) A distribution for the repayment of a capital contribution to an equity
13investor in the fund who was not a participating investor when that capital
14contribution was made.
AB129,57,1715
(b) A distribution for the cost of forming, syndicating, managing, or operating
16the certified jobs now fund, including a reasonable and necessary fee paid for
17professional services.
AB129,57,1918
(c) A distribution that is an annual management fee in an amount that does
19not exceed 2 percent of the fund's total designated capital.
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(d) A distribution to cover a projected increase in state or federal taxes,
21including penalties and interest, for the certified jobs now fund's equity owners if
22that increase is related to the fund's ownership, management, or operation.
AB129,57,2423
(e) A distribution for the repayment of principal or interest owed to a debt
24holder of the fund, including a participating investor who is a debt holder.
AB129,58,4
1(f) A distribution of any kind from the investment of designated capital
2approved by the authority on an allocation date after the fund has placed in qualified
3investments an amount equal to 100 percent of that designated capital approved on
4that allocation date, at least 50 percent of which is invested in early stage businesses.
AB129,58,7
5(2) Profit sharing fee. (a) In this subsection, "net profits realized" means the
6total amount of money returned to a certified jobs now fund on all qualified
7investments that exceeds the total amount of those qualified investments.
AB129,58,118
(b) When a certified jobs now fund makes a distribution under sub. (1) (f), the
9fund shall pay to the authority a fee equal to 20 percent of the net profits realized on
10all qualified investments from which the distribution is made. The authority shall
11pay that fee to the secretary of administration for deposit in the general fund.
AB129,58,15
12239.25 Certified jobs now fund reporting requirements. (1) Report
13upon receipt of designated capital. As soon as practicable after it receives
14designated capital, a certified jobs now fund shall submit a report to the authority
15that includes:
AB129,58,1716
(a) The name of the participating investor from whom the designated capital
17was received.
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(b) The amount of designated capital.
AB129,58,1919
(c) The date on which the fund received the designated capital.
AB129,58,21
20(2) Annual report. By January 31 of each year, a certified jobs now fund shall
21submit a report to the authority that includes:
AB129,58,2522
(a) For each qualified investment made during the preceding year, the amount
23of designated capital invested, the allocation date of the designated capital, the date
24of the qualified investment, and the name and address of the business in which the
25qualified investment was made.
AB129,59,5
1(b) For each qualified business in which the fund held an investment during
2the preceding year, a description of the business, including the number of employees
3the business employed when the first qualified investment in the business was made
4by the fund and the number of employees the business employed on December 31 of
5the preceding year.
AB129,59,76
(c) A statement whether the certified jobs now fund has invested more than 15
7percent of its total designated capital in any one business.
AB129,59,98
(d) A detailed accounting of the certified jobs now fund's investment progress
9according to the schedule of investments required under s. 239.23 (4).
AB129,59,1110
(e) An accounting of all distributions the certified jobs now fund made during
11the year.
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(f) Any other information the authority requires.
AB129,59,16
13(3) Financial statement. Within 90 days after the end of a certified jobs now
14fund's fiscal year, the fund shall file with the authority a copy of its annual audited
15financial statement, including the opinion of an independent certified public
16accountant.
AB129,59,20
17(4) Renewal fee. By January 31 of each year, a certified jobs now fund shall
18pay to the authority a certification renewal fee of $5,000, unless January 31 falls
19within 6 months after the date on which the certified jobs now fund was first certified
20under s. 239.21.
AB129,60,2
21239.26 Compliance reviews; decertification. (1) Annual compliance
22review. The authority shall review annually each certified jobs now fund to ensure
23that the fund continues to satisfy the requirements of this subchapter, to ensure that
24the fund has not made any investment in violation of this subchapter, and to
1determine the status of the fund's qualified investments with respect to the schedule
2of investments required under s. 239.23 (4).
AB129,60,7
3(2) Decertification. (a) If the authority determines that a certified jobs now
4fund is not in compliance with any provision of this subchapter, or any requirement
5of the authority, the authority shall notify the officers of the fund in writing that the
6fund may be subject to decertification or a monetary penalty, or both, if the fund is
7not brought into compliance within 120 days after the fund's receipt of the notice.
AB129,60,128
(b) The authority may decertify a certified jobs now fund if, after opportunity
9for hearing, the authority determines that the fund is in violation of this subchapter
10and that the fund's violation has not been corrected to the authority's satisfaction
11within the period under par. (a). The authority shall notify any appropriate state
12agency of the decertification.
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13(3) Effect of decertification. Decertification of a certified jobs now fund has
14the effects specified under s. 76.634 (4) with respect to a participating investor. A
15certified jobs now fund may agree to indemnify, or purchase insurance for the benefit
16of, a participating investor for the participating investor's losses under s. 76.634 (4)
17due to the fund's decertification.
AB129,60,21
18(4) Notice of recapture. The authority shall give written notice to each
19qualified investor whose premium tax credit becomes subject to recapture or
20forfeiture under s. 76.634 (4), or when a premium tax credit is no longer subject to
21recapture.
AB129,60,24
22(5) Penalties. The authority may fine a person who violates this subchapter
23in an amount determined by the authority not to exceed $25,000. In determining the
24amount of a fine under this subsection, the authority shall consider:
AB129,61,2
1(a) The seriousness of the violation, including the nature, circumstances,
2extent, and gravity of the violation.
AB129,61,33
(b) The economic harm caused by the violation.
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(c) The person's history of previous violations.
AB129,61,55
(d) The amount necessary to deter future violations.
AB129,61,66
(e) The person's efforts to mitigate or correct the violation.
AB129,61,109
281.75
(4) (b) 3. An authority created under subch. II of ch. 114 or ch. 231, 233,
10234, 237,
or 238
, or 239.
AB129,61,2213
285.59
(1) (b) "State agency" means any office, department, agency, institution
14of higher education, association, society, or other body in state government created
15or authorized to be created by the constitution or any law which is entitled to expend
16moneys appropriated by law, including the legislature and the courts, the Wisconsin
17Housing and Economic Development Authority, the Bradley Center Sports and
18Entertainment Corporation, the University of Wisconsin Hospitals and Clinics
19Authority, the Fox River Navigational System Authority, the Wisconsin Aerospace
20Authority, the Wisconsin Economic Development Corporation,
the Wisconsin
21Venture Capital Authority, and the Wisconsin Health and Educational Facilities
22Authority.
AB129,61,2424
(1)
Definitions. In this section:
AB129,62,2
1(a) "Authority" means the Wisconsin Venture Capital Authority, as created by
2this act.
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(b) "Corporation" means the Wisconsin Economic Development Corporation.
AB129,62,44
(2)
Initial appointments.
AB129,62,145
(a) Notwithstanding the requirement of advice and consent of the senate under
6section 239.02 (1) (b) of the statutes, as created by this act, the initial members of the
7board of directors of the authority nominated by the governor under that section may
8be provisionally appointed by the governor, subject to later senate confirmation. Any
9provisional appointment shall be in full force until withdrawn by the governor or
10acted upon by the senate, and if confirmed by the senate shall continue for the
11remainder of the unexpired term of the member and until a successor is chosen and
12qualifies. A provisional appointee may exercise all the powers and duties of board
13membership to which the person is appointed during the time in which the appointee
14qualifies.
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(b) A provisional appointment made under paragraph (a) that is withdrawn by
16the governor shall, upon withdrawal, lapse and create a vacancy for provisional
17appointment of another initial member of the board of directors or chairperson of the
18board of the authority. Any provisional appointment made under paragraph (a) that
19is rejected by the senate shall upon rejection lapse and create a vacancy for
20nomination and appointment of another initial board member or chairperson of the
21board under paragraph (a).
AB129,62,2422
(c) Notwithstanding the lengths of terms specified in section 239.02 (2) of the
23statutes, as created by this act, the initial members of the board of directors of the
24authority shall be appointed for the following terms:
AB129,63,2
11. One member appointed by the governor under section 239.02 (1) (b) of the
2statutes, as created by this act, for a term expiring on June 30, 2014.
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32. One member appointed by the governor under section 239.02 (1) (b) of the
4statutes, as created by this act, for a term expiring on June 30, 2015.
AB129,63,7
53. One member appointed by the governor under section 239.02 (1) (b) of the
6statutes, as created by this act, and the member appointed by the speaker of the
7assembly, for terms expiring on June 30, 2016.
AB129,63,10
84. One member appointed by the governor under section 239.02 (1) (b) of the
9statutes, as created by this act, and the member appointed by the majority leader of
10the senate, for terms expiring on July 1, 2017.
AB129,64,411
(3)
Temporary administration by the department of commerce. The
12department of commerce, in coordination with the authority and the secretary of the
13department of administration, shall administer chapter 239 of the statutes, as
14created by this act, until the initial appointments by the governor, including any
15provisional appointments under subsection (2
) (a), the speaker of the assembly, and
16the senate majority leader have been made to the authority and the authority has
17adequate personnel to carry out its powers and duties, or until the effective date of
18the 2011-13 biennial budget act, whichever is later. During that period, the
19department of commerce may collect fees under sections 239.12 (3) and 239.21 (3),
20as created by this act, and may use those fees as appropriate only for administration
21of subchapters II and III of chapter 239 of the statutes, as created by this act. The
22department shall credit any fees collected under this subsection to the appropriation
23account under section 20.143 (1) (a) of the statutes. When the department of
24commerce ceases to administer the authority's programs under this subsection, the
25department shall transfer to the authority, or to the Corporation for administration
1of the authority's programs under subsection (4) if the authority is not prepared to
2assume administration of its programs on or before the effective date of the 2011-13
3biennial budget act, any unused portion of the fees the department collected under
4this subsection.
AB129,64,205
(4)
Temporary administration by the Wisconsin Economic Development
6Corporation. If the authority is not prepared to assume administration of its
7programs on or before the effective date of the 2011-13 biennial budget act, then,
8commencing on that date, the corporation, in coordination with the authority and the
9secretary of the department of administration, shall administer chapter 239 of the
10statutes, as created by this act, until the initial appointments by the governor,
11including any provisional appointments under subsection (2) (a), the speaker of the
12assembly, and the senate majority leader have been made to the authority and the
13authority has adequate personnel to carry out its powers and duties. During that
14interim period, the corporation may collect fees under sections 239.12 (3) and 239.21
15(3) of the statutes, as created by this act, and may use those fees as appropriate only
16for administration of subchapters II and III of chapter 239 of the statutes, as created
17by this act. When the corporation ceases to administer the authority's programs
18under this subsection, the corporation shall transfer to the authority any unused
19portion of fees the department of commerce transferred to the corporation under
20subsection (3) or that the corporation collected under this subsection.
AB129, s. 70
21Section
70.
Effective dates. This act takes effect on the day after publication,
22except as follows:
AB129,64,24
23(1) The treatment of section 16.417 (1) (b) (by
Section 18) of the statutes takes
24effect on January 1, 2012.
AB129,65,2
1(2)
Section 69 (4
) of this act takes effect on July 1, 2011, or on the day after
2publication of the 2011-13 biennial budget act, whichever is later.
