Adm 82.12 Note Note: Section 16.283 (1) (b) of the Statutes reads as follows: “ `Disabled veteran' means a person who is verified by the department of veterans affairs as being all of the following at the time the person applies for certification under sub. (3):
Adm 82.12 Note1. A veteran, as defined in s. 45.01 (12).
Adm 82.12 Note 2. A resident of this state.
Adm 82.12 Note 3. A person who is in receipt of an award from the U.S. department of veterans affairs of a service-connected disability rating under 38 USC 1114 or 1134."
Adm 82.12(17) (17)“Disabled veteran-owned business, financial adviser, or investment firm" or “DVB" means a sole proprietorship, general partnership, corporation, limited liability company or joint venture, which is organized for a profit basis and which fulfills all of the following requirements:
Adm 82.12(17)(a)1.1. If privately owned, it is at least 51 percent owned, controlled, and actively managed by one or more disabled veterans who are either U.S. citizens or lawfully admitted to the United States for permanent residence, as defined under 8 USC 1101 (a)(20), except as provided in subd. 2.
Adm 82.12(17)(a)2. 2. One or more duly authorized representatives of one or more disabled veterans may control the management and daily business operations of the business, financial adviser, or investment firm.
Adm 82.12(17)(b)1.1. If publicly owned, at least 51 percent of the stock is owned and controlled by one or more disabled veterans who are either U.S. citizens or lawfully admitted to the United States for permanent residence, as defined under 8 USC 1101 (a)(20); and the management and daily operations are controlled by one or more of those disabled veterans, except as provided in subd. 2.
Adm 82.12(17)(b)2. 2. One or more duly authorized representatives of one or more disabled veterans may control the management and daily business operations of the business, financial adviser, or investment firm.
Adm 82.12(17)(c) (c) It is currently performing a useful business function.
Adm 82.12(17)(d) (d) It has its principal place of business in this state.
Adm 82.12 Note Note: Section 8 USC 1101 (a)(20) reads as follows “The term `lawfully admitted for permanent residence' means the status of having been lawfully accorded the privilege of residing permanently in the United States as an immigrant in accordance with the immigration laws, such status not having changed."
Adm 82.12(18) (18)“Disabled veteran-owned entity" means a disabled veteran-owned business, financial adviser, or investment firm.
Adm 82.12(19) (19)“Distributor" means one that markets or sells merchandise, such as a wholesaler.
Adm 82.12(20) (20)“Duly authorized representative" has the meaning given in s. 45.04 (1) (a), Stats.
Adm 82.12 Note Note: Section 45.04 (1) (a) of the Statutes reads as follows: “ `Duly authorized representative' means any person authorized in writing by the veteran to act for the veteran, the veteran's guardian if the veteran is adjudicated incompetent, or a legal representative if the veteran is deceased. Where for proper reason no representative has been or will be appointed, the veteran's spouse, an adult child, or, if the veteran is unmarried, either parent of the veteran shall be recognized as the duly authorized representative."
Adm 82.12(21) (21)“Expiration" means the specified end of the DVB certification, at the close of the three-year certification period.
Adm 82.12(22) (22)“Financial adviser" has the meaning given in s. 16.283 (1) (d), Stats.
Adm 82.12 Note Note: Section 16.283 (1) (d) of the Statutes reads as follows: “ `Financial adviser' means a business that serves as an adviser with regard to the sale of evidences of indebtedness or other obligations.
Adm 82.12(23) (23)“General partner" means a partner in a limited partnership who participates fully in the profits, losses and management of a partnership and who is personally liable for its debts.
Adm 82.12(24) (24)“Industry standard" means the usual and customary practice in the delivery of products or services within a particular business sector, such as procurement, billing payment and performance.
Adm 82.12(25) (25)“Interest" means a right, claim, financial or legal share in a business.
Adm 82.12(26) (26)“Investment firm" has the meaning given in s. 16.283 (1) (e), Stats.
Adm 82.12 Note Note: Section 16.283 (1) (e) of the Statutes reads as follows: “ `Investment firm' means a business that serves as a manager, co-manager, or in any other underwriting capacity with regard to the sale of evidences of indebtedness or other obligations or as a broker-dealer as defined in s. 551.102 (4)."
Adm 82.12(27) (27)“Issued shares" means the shares of a corporation which its articles of incorporation have authorized for issuance and which have actually been sold to subscribers. They may include treasury shares.
Adm 82.12(28) (28)“Joint venture agreement" means a written agreement signed by each joint venturer specifying the terms and conditions of the joint venture.
Adm 82.12(29) (29)“Limited liability company" means a company formed under ch. 183, Stats., or under a similar statute of another state, and similar in structure to a partnership, but its members are not personally liable for the entity's debts and liabilities. Its members may participate in the management of the company without risking personal liability.
Adm 82.12(30) (30)“Limited partner" means any partner in a limited partnership who is not a general partner.
Adm 82.12(31) (31)“Limited partnership" has the meaning given in s. 179.01 (7), Stats.
Adm 82.12 Note Note: Section 179.01 (7) of the Statutes defines a “Limited partnership" as being a partnership formed by 2 or more persons under chapter 179 of the Statutes “and having one or more general partners and one or more limited partners."
Adm 82.12(32) (32)“Marital-property agreement" means an agreement that complies with s. 766.58, Stats.
Adm 82.12(33) (33)“Marital property laws" means ch. 766, Stats.
Adm 82.12(34) (34)“Marital-property waiver" means a form provided by the department to document separate control and management of a business under marital property laws.
Adm 82.12(35) (35)“Nonprofit organization" means an organization as defined in s. 108.02 (19), Stats.
Adm 82.12(36) (36)“On-site visit" means a visit to an applicant's physical place of business for the verification of information submitted in the application and accompanying documentation.
Adm 82.12(37) (37)“Parent company" means a company that has at least a majority direct-voting control over another company.
Adm 82.12(38) (38)“Partnership" has the meaning given in s. 178.0102 (11), Stats.
Adm 82.12 Note Note: Section 178.0102 (11) of the Statutes reads as follows: ““Partnership" or “domestic partnership" means an association of 2 or more persons, except to the extent provided in s. 178.0801 (6), to carry on as co-owners a business for profit whose governing law is the law of this state, and which is subject to this chapter, including an association that has become and is still subject to this chapter. The term includes a limited liability partnership."
Adm 82.12(39) (39)“Partnership agreement" means a written agreement signed by each partner specifying the terms and conditions of the partnership.
Adm 82.12(40) (40)“Partnership interest" means a partner's share of the profits and losses of the partnership and the right to receive distributions of partnership assets.
Adm 82.12(41) (41)“Principal place of business" means the physical location at which or from which a business performs, is maintained, or operates the majority of its business.
Adm 82.12(42) (42)“Recertification" means the process by which DVB status is reconfirmed, prior to expiration at the close of the three-year certification period.
Adm 82.12(43) (43)“Renewal" means a one-year continuation of a DVB certification, at the end of each of the first two years of the three-year certification period, as subject to a review by the department.
Adm 82.12(44) (44)“Retailer" means the seller of goods or commodities directly to consumers at a retail price.
Adm 82.12(45) (45)“Secretary" means the secretary of the department.
Adm 82.12(46) (46)“Securities" means stocks, bonds, notes, convertible debentures, warrants or other documents that represent a share in a business, or a debt owed by a business.
Adm 82.12(47) (47)“Shares" means the units into which the proprietary interests in a corporation are divided.
Adm 82.12(48) (48)“Sole proprietorship" means a business in which one person owns all the assets of the business and is solely liable for all the debts of the business.
Adm 82.12(49) (49)“Stock-affirmation form" means a form provided by the department and affirmed by the applicant stating that the stock ownership of the corporation is as presented in the application, and in which the applicant agrees to notify the department in the event that additional stock is sold.
Adm 82.12(50) (50)“Stock certificate" means a certificate issued by a corporation certifying that the named person is the owner of a designated number of shares of stock.
Adm 82.12(51) (51)“Subsidiary" means a corporation in which one other corporation owns a majority of the voting shares.
Adm 82.12(52) (52)“Treasury shares" means the shares which have been issued but later re-acquired by a corporation and which have not been canceled or restored to the status of authorized but unissued shares.
Adm 82.12(53) (53)“Unissued shares" means shares which the corporation is authorized to issue but which have not yet been distributed to shareholders or subscribers.
Adm 82.12(54) (54)“Useful business function" means the provision of materials, supplies, equipment or services to customers, including the state. Acting as a conduit to transfer funds to a business that is not certified under this chapter does not constitute a useful business function, unless doing so is a normal industry practice.
Adm 82.12(55) (55)“Voting shares" means those shares that give the holder the right to vote for directors and other matters – in contrast to non-voting shares, which simply entitle the holder to dividends, if any.
Adm 82.12(56) (56)“Wholesaler" means a middle person or distributor who sells mainly to retailers, other merchants, and industrial commercial institutional users, as distinguished from consumers.
Adm 82.12 History History: EmR1041: emerg. cr., eff. 11-14-10; CR 11-004: cr. Register September 2011 No. 669, eff. 10-1-11; corrections in (1), (15) made under s. 13.92 (4) (b) 6., Stats., corrections in (4), (8), (16), (22), (26) made under s. 13.92 (4) (b) 7., Stats., Register September 2011 No. 669; correction in (1) made under s. 13.92 (4) (b) 6., Stats., Register December 2011 No. 672; correction in (38) made under s. 13.92 (4) (b) 7., Stats., Register March 2017 No. 735.
Adm 82.20 Adm 82.20 Certification criteria. In order to become certified as a DVB — a business, financial adviser, or investment firm shall meet all of the following eligibility standards:
Adm 82.20(1) (1)The business, financial adviser, or investment firm satisfies all of the criteria in the DVB definition in s. Adm 82.12 (17).
Adm 82.20(2) (2)If the business, financial adviser, or investment firm is a sole proprietorship, a disabled veteran owns 100 percent of the company assets.
Adm 82.20(3)(a)(a) If the business, financial adviser, or investment firm is a partnership, each partner shall act as a principal in his or her own behalf and as agent of his or her co-partners, and general rules of law applicable to agents shall apply with equal force in determining rights and liabilities of partners. One or more disabled veterans shall own at least 51 percent of the partnership interests.
Adm 82.20(3)(b) (b) If the business, financial adviser, or investment firm is a limited partnership, one or more disabled veteran general partners shall own at least 51 percent of the general partnership interest and exert at least 51 percent of the control of the partnership. The disabled veteran general and limited partners shall receive at least 51 percent of the partnership's profits and benefits, including tax credits, deductions and postponements.
Adm 82.20 Note Note: See section Adm 82.12 for definitions of general partner, limited partner, limited partnership, and partnership.
Adm 82.20(4) (4)If the business, financial adviser, or investment firm is a limited liability company, one or more disabled veterans own at least 51 percent of membership interests in the LLC organization, and exert at least 51 percent of the management and control among the members. The disabled veteran owners also participate in all risks and profits of the organization at a rate commensurate with their membership interests.
Adm 82.20(5) (5)If the business, financial adviser, or investment firm has a corporate form of organization, one or more disabled veterans own at least 51 percent of all voting stock of the corporation. Any voting agreements among the shareholders do not dilute the beneficial ownership, the rights, or the influence of the disabled veteran owners of the stock or classes of stock of the corporation. The disabled veteran owners possess the right to all customary incidents of ownership, such as the ability to transfer stock, title possession, and enter binding agreements.
Adm 82.20 Note Note: Nonprofit corporations do not meet the for-profit condition in section Adm 82.12 (17) (intro.) and therefore are not eligible for certification.
Adm 82.20(6) (6)If the business, financial adviser, or investment firm is a joint venture, one or more disabled veteran-owned entities hold at least 51 percent of the beneficial ownership interest in the joint venture, and exert at least 51 percent of the control and management of the joint venture. The disabled veteran-owned entity partners of the joint venture are certified or are eligible for certification as a DVB.
Adm 82.20(7) (7)If the business, financial adviser, or investment firm is a subsidiary or affiliate, one or more disabled veterans own at least 51 percent of the parent company.
Adm 82.20 History History: EmR1041: emerg. cr., eff. 11-14-10; CR 11-004: cr. Register September 2011 No. 669, eff. 10-1-11; correction in (1) made under s. 13.92 (4) (b) 7., Stats., Register December 2011 No. 672.
Adm 82.22 Adm 82.22 Documentation of being a disabled veteran. An applicant shall submit the verification specified in s. 16.283 (1) (b), Stats.
Adm 82.22 Note Note: Section 16.283 (1) (b) of the Statutes, as reprinted under section Adm 82.12 (16), defines “disabled veteran" and addresses verification of that status by the department of veterans affairs.
Adm 82.22 History History: EmR1041: emerg. cr., eff. 11-14-10; CR 11-004: cr. Register September 2011 No. 669, eff. 10-1-11; correction made under s. 13.92 (4) (b) 7., Stats., Register September 2011 No. 669.
Adm 82.24 Adm 82.24 Determination of ownership.
Adm 82.24(1)(1)An applicant shall meet all of the following eligibility standards:
Adm 82.24(1)(a)1.1. The ownership by one or more disabled veterans is real, substantial and continuing, going beyond the pro-forma ownership of the business as reflected in its ownership documents.
Adm 82.24(1)(a)2. 2. Each disabled veteran owner shares in all risk and profits commensurate with his or her ownership interest as demonstrated by a detailed examination of the substance of his or her business arrangements with others.
Adm 82.24(1)(a)3. 3. Each disabled veteran owner receives the customary incidents of ownership, such as salary, rights to dividends, ownership of assets and ownership of intangible assets such as copyrights and patents.
Adm 82.24(1)(b) (b) The contributions of capital and expertise by the disabled veteran owner or owners to acquire their interest in the business is real and substantial, and in proportion to the interest acquired.
Adm 82.24(2) (2)Contributions of personal or professional services alone are not real and substantial for the purposes of this section, except these contributions shall receive consideration when given in conjunction with other tangible forms of investment. Other insufficient contributions include promises to contribute capital or expertise in the future, a note payable to the business or to its owners who are not disabled veterans, or the mere participation as an employee.
Adm 82.24(3) (3)Disabled veterans shall hold at least 51 percent of the securities that constitute ownership of a business.
Adm 82.24(4) (4)Securities or assets of a business that are held in trust are not considered as held by a disabled veteran in determining the ownership of a business, except under the following circumstances:
Adm 82.24(4)(a) (a) The beneficial owner of the securities or assets held in trust is a disabled veteran, and the trustee is a disabled veteran.
Adm 82.24(4)(b) (b) A disabled veteran is the sole grantor of assets held in a revocable living trust, and a disabled veteran is the beneficiary and trustee.
Adm 82.24(5) (5)The department may not consider securities that are held by any guardian for a minor, in determining ownership and control.
Adm 82.24(6) (6)An ownership interest arising in a spouse who is not a disabled veteran, solely because of the operation of marital property laws, may not disqualify an applicant from certification if both spouses certify that the disabled veteran or his or her duly authorized representative performs the majority of the control and management of the business.
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Published under s. 35.93, Stats. Updated on the first day of each month. Entire code is always current. The Register date on each page is the date the chapter was last published.