Wis. Admin. Code Department of Administration Adm 83.12

Current through October 28, 2024

Section Adm 83.12 - Definitions

In this chapter:

(1) "Administrator" means the administrator of the division of enterprise operations in the department.

(2) "Affiliate" means a company effectively controlled by another, such as a branch, division, or subsidiary. As prescribed in 15 USC 80a-2, an affiliate includes a company in which there is ownership, direct or indirect, by another company, of 5% or more of the voting stock.

(3) "Appeal" means a written request by an applicant to reconsider a determination of a denial of application, certification renewal, recertification or decertification.

(4) "Applicant" means any business that applies to the department for certification as a woman-owned business enterprise under s. 16.285(1), Stats., and this chapter, through submission of application forms.

(5) "Application" means the forms, whether paper or electronic, all documentation requested by the department, and a report of an on-site visit, if one was conducted by the department, upon which the department will base its decision to grant or deny certification, certification renewal or recertification.

(6) "Assets" means the real and personal property of a business.

(7) "Authorized shares" means the shares that a corporation is authorized to issue by its articles of incorporation.

(8) "Beneficial ownership" means ownership of the rights in a business that are the normal incidents of owning a business.

(9) "Broker" means a person who acts as an intermediary between a buyer or seller, usually charging a commission for value added.

(11) "Business" means a sole proprietorship, general partnership, corporation, limited liability company, limited liability partnership, or joint venture, organized for a profit basis - except where the context implies that this term is referring instead to buying or selling commodities or services.

(12) "Capital contribution" means the cash or property contributed to a business, and may include a financial investment in the business or the contribution of property, space, patents and copyrights.

(13) "Control" means the power to direct the day-to-day and long-term operation and management of a business.

Note: Departmental assessments of operational and managerial control will rest upon the peculiarities of the industry of which the business is a part.

(14) "Conversion rights" means any agreement, option, scheme or documents that will create any rights which, if exercised, would result in less than 51% woman ownership of the business, or less than dominant control by woman owners or both.

(15) "Corporation" means a corporation organized for profit, with capital stock.

(16) "Decertification" means the process by which the department determines that a WBE no longer meets the eligibility criteria, and then rescinds the certification status.

(17) "Denial" means the office's reaction to an applicant that does not meet the certification eligibility requirements.

(18) "Department" means the department of administration.

(19) "Distributor" means one that markets or sells merchandise, such as a wholesaler.

(20) "Expiration" means the specified end of the WBE certification, at the close of the three-year certification period.

(21) "General partner" means a partner who participates fully in the profits, losses and management of a partnership and who is personally liable for its debts.

(22) "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.

(23) "Interest" means a right, claim, financial or legal share in a business.

(24) "Issued shares" means the shares of a corporation that have been authorized and actually sold to subscribers. They may include treasury shares.

(25) "Joint venture agreement" means a written agreement signed by each joint venture specifying the terms and conditions of the joint venture.

(26) "Limited liability company" means a company 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.

(27) "Marital-property agreement" means an agreement that complies with s. 766.58, Stats.

(28) "Marital property laws" means ch. 766, Stats.

(29) "Marital-property waiver" means a form provided by the department to document separate control and management of a business under marital property laws.

(30) "Nonprofit organization" means an organization as defined in s. 108.02(19), Stats.

(31) "Non-Wisconsin business" means a business that neither is incorporated under ch. 180, Stats., nor has its principal place of business in Wisconsin.

(31m) "Office" means the office of women's business ombudsmen, in the department.

(32) "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.

(33) "Parent company" means a company that has at least a majority direct-voting control over another company.

(34) "Partnership" means a contract entered into by two or more persons in which each agrees to furnish a part of the capital or labor for a business enterprise, and by which each partner shares in some fixed proportion in profits and losses.

(35) "Partnership agreement" means a written agreement signed by each partner specifying the terms and conditions of the partnership.

(36) "Partnership interest" means a partner's share of the profits and losses of the partnership and the right to receive distributions of partnership assets.

(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.

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

(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.

(40) "Retailer" means the seller of goods or commodities directly to consumers at a retail price.

(41) "Secretary" means the secretary of the department.

(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.

(43) "Shares" means the units into which the proprietary interests in a corporation are divided.

(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.

(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.

(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.

(47) "Subsidiary" means a corporation in which one other corporation owns a majority of the voting shares.

(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.

(49) "Unissued shares" means shares which the corporation is authorized to issue but which have not yet been distributed to shareholders or subscribers.

(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.

(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.

(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.

(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:

(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).

(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.

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."

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

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

Wis. Admin. Code Department of Administration Adm 83.12

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.