Wisconsin Administrative Code › Department of Administration › Chapter Adm 83 - Woman-owned business certification program › Section Adm 83.12 - Definitions

Current through June 24, 2024
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."