Chapter Adm 83

Adm 83.12(37) (37) “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 83.12(38) (38) “Recertification” means the process by which WBE status is reestablished, prior to expiration at the close of the three-year certification period.

Adm 83.12(39) (39) “Renewal” means a one-year continuation of a WBE 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 83.12(40) (40) “Retailer” means the seller of goods or commodities directly to consumers at a retail price.

Adm 83.12(41) (41) “Secretary” means the secretary of the department.

Adm 83.12(42) (42) “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 83.12(43) (43) “Shares” means the units into which the proprietary interests in a corporation are divided.

Adm 83.12(44) (44) “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 83.12(45) (45) “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 83.12(46) (46) “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 83.12(47) (47) “Subsidiary” means a corporation in which one other corporation owns a majority of the voting shares.

Adm 83.12(48) (48) “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 83.12(49) (49) “Unissued shares” means shares which the corporation is authorized to issue but which have not yet been distributed to shareholders or subscribers.

Adm 83.12(50) (50) “Useful business function” means the provision of materials, supplies, equipment or services to customers in addition to this state.  Acting as a conduit to transfer funds to other than a woman-owned business does not constitute a useful business function, unless doing so is a normal industry practice.

Adm 83.12(51) (51) “Value added” means something that is added to a product or service by a marketer or distributor which warrants a markup in the retail price.

Adm 83.12(52) (52) “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 83.12(53) (53) “Woman-owned business, woman-owned business enterprise, or WBE” means a sole proprietorship, general partnership, corporation, limited liability company, limited liability partnership, or joint venture, which is organized for a profit basis and which fulfills all of the following requirements:

Adm 83.12(53)(a) (a) If privately owned, it is at least 51% owned, controlled, and actively managed by one or more women who are either U.S. citizens or lawfully admitted to the United States for permanent residence, as defined under 8 USC 1101 (a) (20).

Adm 83.12(53)(b) (b) If publicly owned, at least 51% of the stock is owned and controlled by one or more women 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 women.

Adm 83.12 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 83.12(54) (54) “Wholesaler” means a middle person or distributor who sells mainly to retailers, other merchants, and industrial commercial institutional users, as distinguished from consumers.

Adm 83.12(55) (55) “Wisconsin business” means a business that either is incorporated under ch. 180, Stats., or has its principal place of business in Wisconsin.

Adm 83.12 History History: CR 06-113: cr. Register May 2007 No. 617, eff. 6-1-07; correction in (1), (4), (10), (17), (18) made under s. 13.92 (4) (b) 6., 7., Stats., and renumbering of (10) to (31m) under s. 13.92 (4) (b) 1., Stats., Register December 2011 No. 672.

Adm 83.20 Adm 83.20 Certification criteria. In order to become certified as a woman-owned business enterprise, a business shall meet all of the following eligibility standards:

Adm 83.20(1) (1) The business satisfies all of the criteria in the WBE definition in s. Adm 83.12 (53).

Adm 83.20(2) (2) If the business is a sole proprietorship, a woman owns 100% of the company assets.

Adm 83.20(3) (3) 

Adm 83.20(3)(a) (a) If the business is a partnership, 2 or more persons agree to carry on a business or venture together, upon the terms of mutual participation in the profits and losses of the business. The partnership is a contract of mutual agency, each partner acting as a principal in her or his 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.

Adm 83.20(3)(b) (b) If the business is a general partnership, one or more women own at least 51% of the partnership interests.

Adm 83.20(3)(c) (c) If the business is a limited partnership, one or more women general partners own at least 51% of the general partnership interest and exert at least 51% of the control among general partners. The women general partners receive at least 51% of the profits and benefits, including tax credits, deductions and postponements. In addition, the women limited partners shall own at least 51% of the limited partnership interests and receive at least 51% of the profits and benefits, including tax credits, deductions and postponements.

Adm 83.20(4) (4) If the business is a limited liability company, one or more women own at least 51% of membership interests in the LLC organization, and exert at least 51% of the management and control among the members. The women owners also participate in all risks and profits of the organization at a rate commensurate with their membership interests.

Adm 83.20(5) (5) If the business has a corporate form of organization, one or more women own at least 51% 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 women owners of the stock or classes of stock of the corporation. The women owners possess the right to all customary incidents of ownership, such as the ability to transfer stock, title possession, and enter binding agreements.

Adm 83.20 Note Note: Nonprofit corporations do not meet the requirements in sub. (5) and are therefore not eligible for certification.

Adm 83.20(6) (6) If the business is a joint venture, one or more woman-owned businesses hold at least 51% of the beneficial ownership interest in the joint venture, and exert at least 51% of the control and management of the joint venture. The woman-owned business partners of the joint venture are certified or are eligible for certification as woman-owned business enterprises.

Adm 83.20(7) (7) If the business is a subsidiary or affiliate, one or more women own at least 51% of the parent company.

Adm 83.20 History History: CR 06-113: cr. Register May 2007 No. 617, eff. 6-1-07; correction in (1) made under s. 13.92 (4) (b) 7., Stats., Register December 2011 No. 672.

Adm 83.22 Adm 83.22 Documentation of gender. An applicant shall provide one of the following to verify the gender of each of the woman owners of a business:

Adm 83.22(1) (1) A birth certificate.

Adm 83.22(2) (2) A passport.

Adm 83.22(3) (3) A state-issued, motor vehicle operator’s license or identification card.

Adm 83.22 History History: CR 06-113: cr. Register May 2007 No. 617, eff. 6-1-07.

Adm 83.24 Adm 83.24 Determination of ownership.

Adm 83.24(1) (1) An applicant shall meet all of the following eligibility standards:

Adm 83.24(1)(a) (a)

Adm 83.24(1)(a)1. 1. The ownership by one or more women is real, substantial and continuing, going beyond the pro-forma ownership of the business as reflected in its ownership documents.

Adm 83.24(1)(a)2. 2. Each woman owner shares in all risk and profits commensurate with her ownership interest as demonstrated by a detailed examination of the substance of her business arrangements with others.

Adm 83.24(1)(a)3. 3. Each woman 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 83.24(1)(b) (b) The contributions of capital and expertise by the woman owner or owners to acquire their interest in the business is real and substantial, and in proportion to the interest acquired.

Adm 83.24(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, but are not limited to, promises to contribute capital or expertise in the future, a note payable to the business or to its owners who are not women, or the mere participation as an employee.

Adm 83.24(3) (3) Women shall hold at least 51% of the securities that constitute ownership of a business.

Adm 83.24(4) (4) Securities or assets of a business that are held in trust are not considered as held by a woman in determining the ownership of a business, except under the following circumstances:

Adm 83.24(4)(a) (a) The beneficial owner of the securities or assets held in trust is a woman, and the trustee is a woman.

Adm 83.24(4)(b) (b) A woman is the sole grantor of assets held in a revocable living trust, and a woman is the beneficiary and trustee.

Adm 83.24(5) (5) The department may not consider securities that are held by any guardian for a minor, in determining ownership and control.

Adm 83.24(6) (6) An ownership interest arising in a male spouse solely because of the operation of marital property laws may not disqualify an applicant from certification if both spouses certify that the female performs the majority of the control and management of the business.

Adm 83.24 History History: CR 06-113: cr. Register May 2007 No. 617, eff. 6-1-07.

Adm 83.25 Adm 83.25 Documentation of ownership.

Adm 83.25(1) (1) 

Adm 83.25(1)(a) (a) An applicant shall submit documentation showing ownership of at least 51% of the business by a woman. This documentation may include, but is not limited to, the three preceding years of business taxes, a current business financial statement, business licenses, buy-out agreements and financial agreements.

Adm 83.25(1)(b) (b) For a sole proprietorship, additional documentation may include, but is not limited to, canceled checks used to purchase ownership.

Adm 83.25(1)(c) (c) For a partnership, additional documentation may include, but is not limited to, partnership agreements, purchase agreements, and salary and profit-sharing records.

Adm 83.25(1)(d) (d) For a corporation, additional documentation may include, but is not limited to, articles of incorporation, corporate by-laws, a corporate-borrowing resolution, stock certificates, stock-affirmation forms, and salary and profit-sharing records.

Adm 83.25(1)(e) (e) For a joint venture, additional documentation may include, but is not limited to, a joint venture agreement that is written and signed by all of the joint venturers. Each joint venture agreement shall specify all of the following:

Adm 83.25(1)(e)1. 1. The capital contribution made by each joint venturer, the control each will exercise, and the distribution of profit and loss. The agreement shall allocate the control and the distribution of profit and loss in proportion to the contributions of the joint venturers.

Adm 83.25(1)(e)2. 2. The useful business function the joint venture will perform and the part of the work each joint venturer will do.

Adm 83.25(2) (2) The department may require documentation showing how and when the woman’s interest in the business was acquired.

Adm 83.25(3) (3) 

Adm 83.25(3)(a) (a) The department shall apply the following rules in situations in which marital assets form a basis for ownership of a business:

Adm 83.25(3)(a)1. 1. When marital assets other than the assets of the business in question are held jointly or as marital property by both spouses, and are used to acquire the ownership interest asserted by the woman, the department shall conclude that the woman acquired her ownership interest in the enterprise with her own individual resources, provided that the other spouse irrevocably renounces and transfers all rights in the ownership interest in the manner sanctioned by the laws of the state in which either spouse or the enterprise is domiciled. The department may not count a greater portion of joint or marital property assets toward ownership than state law would recognize as belonging to the qualifying member of the business.

Adm 83.25(3)(a)2. 2. The application for WBE certification shall include a copy of the document that is used for legally transferring and renouncing the rights as required in subd. 1.

Adm 83.25(3)(b) (b) In instances where marital ownership is not clearly established, the department may request a marital-property waiver form in which both spouses certify that only the female spouse controls and manages the business, or an affidavit stating that the spouses have signed a marital-property agreement in which the male spouse relinquishes control and management of the business.

Adm 83.25 History History: CR 06-113: cr. Register May 2007 No. 617, eff. 6-1-07.

Adm 83.28 Adm 83.28 Determination of control.

Adm 83.28(1) (1) Factors that the department shall consider in determining whether one or more women owners control a business include, but are not limited to, the following:

Adm 83.28(1)(a) (a) Authority and restrictions as indicated in the articles of incorporation, by-laws, minutes of corporate meetings, bank signature cards, partnership and joint venture agreements and other business agreements and documents.

Adm 83.28(1)(b) (b) Membership of one or more women owners on the board of directors.

Adm 83.28(1)(c) (c) Holdings by women owners of the voting interests in the business.

Adm 83.28(1)(d) (d) The managerial experience, knowledge and expertise of the women owners in such areas as finance, budgeting, personnel, production, marketing and research.

Adm 83.28(1)(e) (e) Whether the women owners have the authority to make policy decisions in such areas as finance, budgeting, personnel, production, marketing and research.

Adm 83.28(2) (2) An applicant’s assertion of being independent from a male-owned business may not rest solely on recognition of the women owners by governmental taxing authorities. Other test criteria include, but are not limited to, the following:

Adm 83.28(2)(a) (a) An applicant’s relationship with any male-owned business, that involves any long-term contract or lease agreements.

Adm 83.28(2)(b) (b) The existence of working agreements with any male-owned business.

Adm 83.28(2)(c) (c) An applicant’s status as a party to any contract or lease agreement on terms at variance with industry standards or prudent business practices.

Adm 83.28(2)(d) (d) The existence of restrictive financing agreements with any male-owned business or financial institution that impose undue limitations on the applicant.

Adm 83.28(2)(e) (e) Interlocking stock ownership of the applicant and any male-owned business in the same industry.

Adm 83.28(2)(f) (f) Common directors or officers between the applicant and any male-owned business.

Adm 83.28(2)(g) (g) An applicant’s use of employees, equipment, expertise, facilities, or other resources from a male-owned business.

Adm 83.28(2)(h) (h) The receipt by a male-owned business of financial benefits, such as profits and wages, that are not commensurate with the duties performed.

Adm 83.28(2)(i) (i) An applicant that cannot operate without licenses, permits or insurance held by another business.