560.285(2)(a)(a) The department may make grants under this section to provide financial assistance to persons engaged in the disposal of abandoned manufactured homes and to municipalities, for the purpose of supporting environmentally sound disposal practices.
560.285(2)(b) (b) The department may make grants under this section to provide financial assistance to individuals who reside in manufactured homes that are in need of critical repairs. An individual is eligible for a grant under this paragraph only if the individual is otherwise unable to finance the critical repairs.
560.285(3) (3)Administration. The department shall contract with one or more entities that are exempt from taxation under section 501 (a) of the Internal Revenue Code and that employ individuals with technical expertise concerning manufactured housing for the administration of the grant program under this section. The department shall promulgate rules to establish the grant program under this section. To the extent feasible, the department shall coordinate the program under this section with the state housing strategy plan under s. 560.9802.
560.285 History History: 2005 a. 45.
subch. II of ch. 560 SUBCHAPTER II
CERTIFIED CAPITAL COMPANIES
Subch. II of ch. 560 Cross-reference Cross Reference: See also s. Comm 111.01, Wis. adm. code.
560.30 560.30 Definitions. In this subchapter:
560.30(1) (1) "Affiliate" means, with respect to a certified capital company or a certified investor, any of the following:
560.30(1)(a) (a) A person who, directly or indirectly, owns, controls, or holds power to vote, 10% or more of the outstanding voting securities or other voting ownership interests of the certified capital company or certified investor.
560.30(1)(b) (b) A person, 10% of whose outstanding voting securities or other voting ownership interests are directly or indirectly owned, controlled or held with power to vote by the certified capital company or certified investor.
560.30(1)(c) (c) A person directly or indirectly controlling, controlled by, or under common control with, the certified capital company or certified investor.
560.30(1)(d) (d) A partnership in which the certified capital company or certified investor is a general partner.
560.30(1)(e) (e) A person who is an officer, director or agent of the certified capital company or certified investor, or is an immediate family member of such an officer, director or agent.
560.30(2) (2) "Certified capital company" means a person that has been certified by the department under s. 560.31 and that has not been decertified under s. 560.37 (3) or (3m).
560.30(3) (3) "Certified capital company tax credit" means the tax credit under s. 76.635.
560.30(4) (4) "Certified capital investment" means an investment in a certified capital company that is certified under s. 560.32 (2) and that fully funds either the investor's equity interest in a certified capital company, a qualified debt instrument that a certified capital company issues, or both.
560.30(5) (5) "Certified investor" means a person who makes a certified capital investment.
560.30(6) (6) "Investment date" means, with respect to each investment pool, the date on which the last certified capital that is part of that investment pool was invested in the certified capital company.
560.30(7) (7) "Investment pool" means the aggregate of all investments of certified capital in a certified capital company that are made as part of the same transaction, except that investments received more than 30 days apart may not be considered part of the same investment pool.
560.30(8) (8) "Qualified business" means a business which is a qualified business under s. 560.33.
560.30(9) (9) "Qualified debt instrument" means a debt instrument that a certified capital company issues at par value or at a premium; that has an original maturity date of at least 5 years from the date on which it was issued; that has a repayment schedule that is no faster than a level principal amortization and, until the certified capital company may make distributions other than qualified distributions, the interest, distribution or payment features of which are not related to the certified capital company's profitability or the performance of its investment portfolio.
560.30(10) (10) "Qualified distribution" means a distribution or payment by a certified capital company to its equity holders for any of the following:
560.30(10)(a) (a) The costs of forming, syndicating, managing or operating the certified capital company.
560.30(10)(b) (b) An annual management fee that does not exceed 2.5% of the certified capital company's total certified capital.
560.30(10)(c) (c) Reasonable and necessary fees paid for professional services related to the operation of the certified capital company.
560.30(10)(d) (d) A projected increase in federal or state taxes, including penalties and interest on those taxes, of the equity owners of the certified capital company if those amounts are related to the certified capital company's ownership, management or operation.
560.30(11) (11) "Qualified investment" means an investment in a qualified business by a certified capital company that meets the requirements under s. 560.34 (1).
560.30 History History: 1997 a. 215.
560.31 560.31 Certification of certified capital companies.
560.31(1)(1)Application. The department shall promulgate rules establishing procedures under which a person may apply to become a certified capital company. The department shall grant or deny an application for certification under this section within 30 days of the date of application. If the department denies certification, the department shall include with the denial a detailed description of the grounds for the refusal, including suggestions for removal of those grounds.
560.31(2) (2)Requirements for certification. The department shall certify a person as a certified capital company if the department determines that all of the following conditions have been met:
560.31(2)(a) (a) The person is a partnership, corporation, trust or limited liability company, whether organized for profit or not for profit, that has as its primary business activity the investment of cash in qualified businesses.
560.31(2)(b) (b) The person has a net worth, at the time of application, of at least $500,000 and has at least $500,000 in cash, cash equivalents and marketable securities.
560.31(2)(c) (c) The directors, officers, general partners, trustees, managers or members or persons having a similar function are familiar with the requirements of this subchapter.
560.31(2)(d) (d) At least 2 officers, directors, general partners, trustees, managers or members each have at least 2 years of experience in the venture capital industry.
560.31(2)(e) (e) The person has included, in any offering material involving the sale of securities, the statement required under s. 560.32 (1).
560.31(2)(f) (f) The person has paid a nonrefundable application fee of $7,500.
560.31 History History: 1997 a. 215.
560.32 560.32 Investments in certified capital companies.
560.32(1)(1)Required disclosures in securities offerings. Any offering material involving the sale of securities of a certified capital company shall include all of the following statements:
560.32(1)(a) (a) "By authorizing the formation of a certified capital company, the state does not necessarily endorse the quality of management or the potential for earnings of the company and is not liable for damages or losses to a certified investor in the company. Use of the word "certified" in an offering is not a recommendation or endorsement of the investment by the State of Wisconsin Department of Commerce."
560.32(1)(b) (b) "Investments in a prospective certified capital company prior to the time the company is certified are not eligible for a certified capital company investment credit under section 76.635 of the Wisconsin Statutes. Investments in a certified capital company are not eligible for a certified capital company investment credit under section 76.635 of the Wisconsin Statutes unless the proposed investment is certified under section 560.32 (2) of the Wisconsin Statutes before the investment is made. In the event that certain statutory provisions are violated, the state may require forfeiture of unused certified capital company investment credits and repayment of used certified capital company investment credits."
560.32(2) (2)Certification of certified capital investments.
560.32(2)(a)(a) A person may apply to make a certified capital investment in a certified capital company by providing notice under this paragraph to the department on a form specified by the department. The notice shall include the name of the person, the name of the certified capital company, the amount of the investment and any other information specified by the department. The notice shall also include an undertaking by the person to make the investment within 5 days after the department notifies the person that the investment has been certified.
560.32(2)(b) (b) The department may certify an investment under this subsection only if, after the certification, the department will not have certified a total of more than $50,000,000 in investments under this subsection.
560.32(2)(c) (c) Prior to August 1, 2000, the department may not certify an investment under this subsection if, after the certification, the investor, together with all affiliates of the investor, would have more than $10,000,000 in certified capital investments.
560.32(2)(d) (d) If, as a result of the limitations under par. (b) or (c), the department may not certify the full amount requested in applications for certified capital investments submitted under par. (a), the department shall allocate the amounts available for certification in order of priority based on the date on which the application was filed. If the amounts available for certification are insufficient to certify the full amount of all applications for certified capital investments that are submitted on the same day, the department shall prorate the available amount on the basis of the amount that the investor has committed to invest in the certified capital company under par. (a).
560.32(3) (3)Limitation on certified investor investment. A certified investor may not, individually, or with or through one or more affiliates, own 10% or more of the equity securities in, be a general partner or manager of, or otherwise control the investments of the certified capital company. This subsection does not preclude a certified investor from exercising its legal rights and remedies, including interim management of a certified capital company, in the event that a certified capital company is in default of its statutory or contractual obligations to the certified investor.
560.32 History History: 1997 a. 215.
560.32 Annotation Attracting Venture Capital for Business Start-ups. Gillman & Ross. Wis. Law. May 1999.
560.33 560.33 Qualified businesses.
560.33(1) (1)Qualifications. A business is a qualified business if all of the following requirements are met as of the time that a certified capital company, or any affiliate of the certified capital company, makes its first investment in the business:
560.33(1)(a) (a) The business is headquartered in this state and its principal business operations are located in this state.
560.33(1)(am) (am) The business is in need of venture capital and is unable to obtain conventional financing, as defined by the department by rule.
560.33(1)(b) (b) The business has no more than 100 employees, at least 75% of whom are employed in this state.
560.33(1)(c) (c) During its 2 most recent fiscal years, the business had, together with all of its consolidated affiliates, an average annual net income, after federal income taxes and excluding any carry-over losses, of not more than $2,000,000, as determined in accordance with generally accepted accounting principles.
560.33(1)(d) (d) The business has, together with its consolidated affiliates, a net worth that is not in excess of $5,000,000.
560.33(1)(e) (e) The business is not predominantly engaged in professional services provided by accountants, lawyers or physicians.
560.33(1)(f) (f) The business is not engaged in the development of real estate for resale.
560.33(1)(g) (g) The business is not engaged in banking or lending and does not make any loans to, or investments in, certified capital companies.
560.33(2) (2)Department opinions and exceptions. A certified capital company may, prior to making an investment in a specific business, request a written opinion from the department that a business in which it proposes to invest is a qualified business. If the department determines that the business meets the requirements under sub. (1), the department shall issue a written opinion stating that the business is a qualified business.
560.33 History History: 1997 a. 215.
560.34 560.34 Operation of certified capital companies.
560.34(1)(1)Qualified investments requirements. In order for a certified capital company to prevent disqualification under s. 560.37 of an investment pool, the certified capital company shall ensure that the investment pool makes qualified investments in accordance with the schedule under sub. (1m). An investment is a qualified investment if the investment meets all of the following requirements:
560.34(1)(a) (a) The investment is a cash investment in a qualified business for the purchase of any of the following:
560.34(1)(a)1. 1. An equity security of the qualified business.
560.34(1)(a)2. 2. A debt security of the qualified business if the debt has a maturity of at least 5 years and if one of the following conditions is met:
560.34(1)(a)2.a. a. The debt is unsecured.
560.34(1)(a)2.b. b. The debt is convertible into equity securities or equity participation instruments such as options or warrants.
560.34(1)(b) (b) As a condition of the investment, the qualified business agrees not to use the proceeds from the investment for the purpose of relocating its operations.
560.34(1)(c) (c) As a condition of the investment, the qualified business agrees, as long as the certified capital corporation continues to hold the investment, not to relocate its headquarters out of this state.
560.34(1)(d) (d) As a condition of the investment, the qualified business agrees, as long as the certified capital corporation continues to hold the investment, to maintain at least 75% of its employees in this state.
560.34(1)(e) (e) As a condition of the investment, the qualified business agrees, as long as the certified capital corporation continues to hold the investment, to maintain at least 75% of its employees at work sites that were maintained by the qualified business at the time that the investment was made, unless the qualified business obtains an exemption from the department under this paragraph. The department may grant an exemption unless it determines that the qualified business is locating the employees at new sites to take advantage of lower wage rates in the areas where the new sites are located.
560.34(1m) (1m)Qualified investment schedule.
560.34(1m)(a)(a) A certified capital company shall ensure that each of its investment pools makes qualified investments according to the following schedule:
560.34(1m)(a)1. 1. Within 3 years after the investment date for a particular investment pool, at least 30% of the investment pool shall be placed in qualified investments.
560.34(1m)(a)2. 2. Within 5 years after the investment date for a particular investment pool, at least 50% of the investment pool shall be placed in qualified investments.
560.34(1m)(b) (b) The proceeds of all capital of a qualified investment returned to a certified capital company by a qualified business may be placed in new qualified investments, which shall count toward the percentage requirements under par. (a) and s. 560.36 (3). The department shall promulgate rules governing the extent to which a reinvestment of proceeds from the sale of a qualified investment in a qualified business may be counted toward the percentage requirements under par. (a) and ss. 560.36 (3) and 560.37 (3m) (a) 2. These rules may provide that reinvested proceeds from the sale of short-term investments shall be only partially counted toward the percentage requirements under par. (a) and ss. 560.36 (3) and 560.37 (3m) (a) 2. The rules may also provide that proceeds from the sale of an investment in a qualified business that are reinvested in that qualified business, or an affiliate of that qualified business, shall be only partially counted toward the percentage requirements under par. (a) and ss. 560.36 (3) and 560.37 (3m) (a) 2.
560.34(2) (2)Nonqualified investments. All certified capital investments in a certified capital company that are not invested in qualified investments may be held or invested by the certified capital company as it considers appropriate, except that a certified capital company may not invest certified capital investments in an insurance company or in an affiliate of an insurance company.
560.34(3) (3)Diversification requirement. A certified capital company may not make a qualified investment in a person if, at the time of the investment, more than 15% of the total certified capital of the certified capital company would be invested in that person and affiliates of that person.
560.34(4) (4)Restrictions on management. No certified capital company may be managed or controlled by, or have a general partner that is, an insurance company or an affiliate of an insurance company.
560.34 History History: 1997 a. 215.
560.35 560.35 Reporting requirements and fees.
560.35(1) (1)Receipts of certified capital. As soon as practicable after the receipt of a certified capital investment, a certified capital company shall report all of the following to the department:
560.35(1)(a) (a) The name of the certified investor from which the certified capital was received, including the certified investor's tax identification number.
560.35(1)(b) (b) The amount of the certified capital investment.
560.35(1)(c) (c) The date on which the certified capital investment was received by the certified capital company.
560.35(1)(d) (d) The investment date for the investment pool of which the certified capital will be a part.
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