reglab/statecodes huggingface dataset:
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-01 - General Administration Of The WV Capital Company Act: Establishment Of The Application Procedures To Implement The Act › Section 117-1-6 - Investment Requirements, Reporting, Record Keeping, Prohibitions, Sale or Liquidation and SBIC Compliance

Current through Register Vol. XLI, No. 28, July 12, 2024
6.1. Investments. -- A Qualified Company
				shall invest each separate capital base in Qualified Investments in accordance
				with the schedule set forth in Subsection 6.3 of this Rule. The portion of each
				separate capital base of a Qualified Company not required to be invested in
				Qualified Investments under Subsection 6.3 of this Rule shall be maintained or
				invested by the Qualified Company in one or more of the following:
(i) in Qualified Investments;
(ii) in bank accounts and financial
				institutions which are located in the State of West Virginia;
(iii) other interest bearing instruments with
				a maturity of less than one (1) year which are obtained from and managed by a
				West Virginia corporation, as defined in Subdivision 3.2.c of this Rule; or
(iv) a fund authorized by the
				Authority pursuant to W. Va. Code §
										5E-2-4(b).
				After a Qualified Investment is made, the Qualified Company shall obtain and
				submit to the Authority with the next semi-annual report of the Company,
				required to be filed pursuant to Subsection 5.1 of this Rule, affidavits
				prepared by any authorized officer, partner, owner, limited liability company
				member or manager, or trustee of the business invested in, which set forth the
				following:
6.1.a. That it is a business
				located in or principally based in West Virginia;
6.1.b. That more than fifty percent (50%) of
				its assets and operations, as defined in Subsection 2.29 of this Rule, are
				located in West Virginia;
6.1.c.
				That more than fifty percent (50%) of its employees are West Virginia
				residents; and
6.1.d. A brief
				description of the activities in which the business is
				engaged.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-01 - General Administration Of The WV Capital Company Act: Establishment Of The Application Procedures To Implement The Act › Section 117-1-8 - Dissolution or Liquidation of Qualified Company

Current through Register Vol. XLI, No. 28, July 12, 2024
8.1. General Rule. -- A Qualified Company
				which is not a SBIC may be dissolved or liquidated only after notice and
				approval of the dissolution or liquidation by the Authority. The approval shall
				not be unreasonably withheld by the Authority. Unless waived by the Authority,
				no dissolution or liquidation of any Qualified Company which is not a SBIC may
				be made if the dissolution or liquidation would cause the provisions of
				Subsection 6.10 of this Rule or W. Va. Code §
									5E-1-12(b)
				to be violated. The standard to be applied by the Authority in determining
				whether dissolution or liquidation would cause the provisions to be violated is
				that set forth in Subsection 7.10 of this Rule.
8.2. Application Requirements. -- A Qualified
				Company which is not a SBIC desiring to dissolve or liquidate shall make
				written application to the Authority requesting the Authority's approval for
				the dissolution or liquidation. The written application shall include the
				following:
8.2.a. A description of all
				Qualified Investments of the Qualified Company currently outstanding;
8.2.b. Information certifying that all
				Qualified Investments currently outstanding have been maintained or reinvested,
				pursuant to W. Va. Code §
										5E-1-12(b)
				and Subsection 6.10 of this Rule, for a period of at least five (5) years; or,
				if all Qualified Investments currently outstanding have not been maintained or
				reinvested, those investments shall be identified; and
8.2.c. Any additional information specified
				by the Authority.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-01 - General Administration Of The WV Capital Company Act: Establishment Of The Application Procedures To Implement The Act › Section 117-1-9 - Ruling Procedure

Current through Register Vol. XLI, No. 28, July 12, 2024
9.1.
				General Rule. -- A Qualified Company or the organizers of a Qualified Company
				may request an informal ruling from the Authority concerning the application of
				the Act and this Rule to a specific set of facts and circumstances. The
				Authority will not issue rulings concerning the tax ramifications of investment
				in a Qualified Company. A qualified Company shall direct any tax ruling
				requests to the West Virginia Department of Tax and Revenue.
9.2. Request Requirements. -- A ruling
				request shall meet the following requirements in order to be considered by the
				Authority:
9.2.a. The ruling request shall be
				in writing and sent by certified mail to the Authority at the following
				address: West Virginia Economic Development Authority, NorthGate Business Park,
				160 Association Drive, Charleston WV 25311-1217;
9.2.b. Any factual representations upon which
				the ruling will be based shall be verified under oath;
9.2.c. The request shall state the ruling
				that is requested and shall contain legal analysis in support of the requested
				ruling;
9.2.d. The ruling shall be
				accompanied by a non-refundable filing fee of three hundred dollars ($300.00)
				per ruling requested;
9.2.e. The
				request shall contain the name, mailing address and telephone number of a
				person that can be contacted by the Authority for further information
				concerning the request; and
9.2.f.
				Any additional information requested by the Authority shall be submitted in
				writing. Additional information shall be verified under oath if it involves
				factual representations.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-01 - General Administration Of The WV Capital Company Act: Establishment Of The Application Procedures To Implement The Act › Section 117-1-10 - Transition Rules

Current through Register Vol. XLI, No. 28, July 12, 2024
10.1. 1991
				Amendments to the Act. - - Because the Act was substantially amended during the
				regular session of the Legislature in 1991, the following provisions, along
				with W. Va. Code §
									5E-1-19,
				shall provide transition guidelines for Qualified Investments.
10.1.a. Until repaid, all Qualified
				Investments made prior to the effective date of the 1991 amendments to the Act
				remain unaffected by such 1991 amendments and shall be governed by the Act as
				it appeared at the time the Qualified Investment was made, and the Rules
				promulgated under the Act. Funds repaid or returned to a Qualified Company and
				reinvested pursuant to W. Va. Code §
										5E-1-12(b)
				and Subsection 6.10 of this Rule subsequent to the 1991 amendments shall be
				governed by the 1991 amendments.
10.1.b. A Qualified Investment made pursuant
				to any contract or agreement entered into prior to the effective date of the
				1991 amendments to the Act by a Qualified Company whereby the Qualified Company
				agreed to make an investment or increase its investment in a West Virginia
				Business, with the investment or increase in investment to take place
				subsequent to the effective date of the 1991 amendments to the Act, shall
				remain unaffected by the 1991 amendments and shall be governed by the Act as it
				appeared at the time the contract or agreement was entered into, and the Rules
				promulgated under the Act.
10.1.c.
				Any refinancing or restructuring by a Qualified Company of a Qualified
				Investment which was made prior to the 1991 amendments to the Act shall remain
				unaffected by the 1991 amendments and shall be governed by the Act as it
				appeared at the time the Qualified Investment was initially made, and Rules
				promulgated under the Act; provided that, the refinancing or restructuring does
				not include any new investment by the Qualified Company.
10.1.d. Any Qualified Investment made by a
				Qualified Company on or after the effective date of the 1991 amendments to the
				Act shall be governed by the provisions of the Act as amended in
				1991.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-01 - General Administration Of The WV Capital Company Act: Establishment Of The Application Procedures To Implement The Act › Section 117-1-11 - Examples

Current through Register Vol. XLI, No. 28, July 12, 2024
11.1. Any example
				provided in this Rule is provided merely to demonstrate a certain specific
				application of the rule it exemplifies. These examples do not, therefore,
				represent the exclusive application of any rule and in no way restrict the
				meaning or application of this Rule as it is interpreted by the Authority and
				any court or governmental agency of competent jurisdiction.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-02 - Meetings and Meeting Notices › Section 117-2-1 - General

Current through Register Vol. XLI, No. 28, July 12, 2024
1.1. Scope. -- This procedural rule governs
				the notice given of all regularly scheduled, special and emergency meetings of
				the Board of the West Virginia Economic Development Authority. This procedural
				rule also governs the public's attendance at such meetings as well as
				appearances before the Board by members of the public at such
				meetings.
1.2. Authority. -- W. Va.
				Code §
									6-9A-1 et seq.
1.3.
				Filing Date. -- April 28, 2022.
1.4. Effective Date. -- June 1,
				2022.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-02 - Meetings and Meeting Notices › Section 117-2-2 - Definitions

Current through Register Vol. XLI, No. 28, July 12, 2024
2.1. "Authority" means the West Virginia
				Economic Development Authority.
2.2. "Board" means the governing body of the
				West Virginia Economic Development Authority.
2.3. "Person" means any individual, trust,
				estate, partnership, corporation, association, or any other legal entity
				recognized by the State of West Virginia.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-02 - Meetings and Meeting Notices › Section 117-2-3 - Regular Meetings

Current through Register Vol. XLI, No. 28, July 12, 2024
3.1. The Board
				shall hold regular meetings on the third Thursday of each month; provided, that
				when such date falls upon a legal holiday, the Board may designate another date
				for the regular meeting.
3.2. The
				Board shall commence all regular meetings at 11:00 a.m. unless otherwise
				specified in the notice of any such meeting.
3.3. All regular meetings shall be conducted
				at 180 Association Drive, Charleston, West Virginia unless otherwise specified
				in the notice of any such meeting.
3.4. All regular meetings shall be general
				meetings for the consideration of any and all matters which may properly come
				before the Board.
3.5. Except in
				the event of an emergency requiring immediate official action by the Board,
				notice of all regular meetings of the Board shall be electronically filed with
				the office of the West Virginia Secretary of State for posting on the Secretary
				of State's open meetings website in a manner to allow each notice to appear on
				said website at least five (5) business days prior to the date of the meeting.
				Each such regular meeting notice shall state the time, place and purpose of the
				meeting.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-02 - Meetings and Meeting Notices › Section 117-2-4 - Special Meetings

Current through Register Vol. XLI, No. 28, July 12, 2024
4.1. Special
				meetings of the Board shall be for the consideration of only those matters
				designated by the Board members requesting the meeting unless otherwise changed
				by the Board.
4.2. Except in the
				event of an emergency requiring immediate official action by the Board, notice
				of all special meetings of the Board shall be electronically filed with the
				office of the West Virginia Secretary of State for posting on the Secretary of
				State's open meetings website in a manner to allow each notice to appear on
				said website at least five (5) business days prior to the date of the meeting.
				Each such special meeting notice shall state the time, place and purpose of the
				meeting.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-02 - Meetings and Meeting Notices › Section 117-2-5 - Emergency Meetings

Current through Register Vol. XLI, No. 28, July 12, 2024
5.1. In the
				event of an emergency requiring immediate official action by the Board, notice
				of the emergency meeting of the Board shall be electronically filed with the
				office of the West Virginia Secretary of State for posting on the Secretary of
				State's open meetings website and posted on the Authority's website as soon as
				practicable prior to the meeting. Each such emergency meeting notice shall
				state the time, place and purpose of the meeting and the facts and
				circumstances of the emergency.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-02 - Meetings and Meeting Notices › Section 117-2-6 - Open Proceedings

Current through Register Vol. XLI, No. 28, July 12, 2024
6.1. All
				meetings of the Board shall be open to the public, except as when the Board
				holds an executive session pursuant to W. Va. Code §
									6-9A-4.
6.2. Any person desiring to address the Board
				at any meeting may do so provided that such person registers to address the
				Board no less than fifteen (15) minutes prior to the time the meeting is
				scheduled to commence.
6.3. The
				Board may cause the removal from any meeting of any member of the public who,
				as determined by the Board, is disrupting the meeting to the extent that
				orderly conduct of the meeting is compromised.
6.4. At any meeting where there is not room
				enough for all members of the public who wish to attend, the Board shall create
				and enforce reasonable guidelines for public attendance.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-03 - General Administration Of The WV Venture Capital Act › Section 117-3-1 - General

Current through Register Vol. XLI, No. 28, July 12, 2024
1.1. Scope. -- This
				Legislative Rule is promulgated to provide for the general administration of
				the West Virginia Venture Capital Act. This Rule provides necessary
				clarification of the provisions of the Act and provides for the general
				administration of the Act.
1.2.
				Authority. -- W. Va. Code §
									5E-2-3.
1.3. Filing Date. -- April 15,
				2004.
1.4. Effective Date. -- April
				15, 2004.
1.5. Citation. -- This
				Legislative Rule may be cited as 117 C.S.R., Series 3, §
									117-3-1, et
				seq.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-03 - General Administration Of The WV Venture Capital Act › Section 117-3-2 - Definitions

Current through Register Vol. XLI, No. 28, July 12, 2024
2.1. "Act" means
				the West Virginia Venture Capital Act, W. Va. Code §§
									5E-2-1 et
				seq.
2.2. "Authority" means the
				West Virginia Economic Development Authority, provided for in W. Va. Code
				§§
									31-15-1 et
				seq.
2.3. "Authorized Tax Credits"
				means the tax credits provided for in W. Va. Code §
									5E-2-4.
2.4. "Debt" means a loan to be repaid
				pursuant to a loan instrument, and includes debt convertible into
				equity.
2.5. "Director" means the
				Executive Director of the West Virginia Economic Development Authority, or his
				or her designated representative.
2.6. "Entity" means a corporation,
				Partnership, limited liability company, trust or other business
				organization.
2.7. "Equity" means
				common stock or preferred stock in a corporation including warrants and options
				which upon exercise entitle the purchaser to common or preferred stock. Equity
				also means an ownership interest in other Entities.
2.8. "Federal Program Participant" means
(a) An SBIC;
(b) a New Markets Venture Capital Company; or
(c) an Entity which is not an SBIC
				or a New Markets Venture Capital Company but which is designated by the
				Authority as a Federal Program Participant due to the Entity's participation in
				a venture capital program administered by the United States Small Business
				Administration or other federal agency.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-03 - General Administration Of The WV Venture Capital Act › Section 117-3-3 - Purpose and Structure

Current through Register Vol. XLI, No. 28, July 12, 2024
3.1.
				Purpose. -- The Act creates a tax credit program whereby investors receive a
				tax credit by making an investment in a fund authorized by the Authority for
				the investment of capital in the West Virginia economy. Each fund shall be
				independently operated by qualified managers and shall not be directly or
				indirectly operated or managed by the investors. Each Fund shall be an Entity
				authorized by the Authority for the purpose of receiving investments from
				investors desiring a tax credit and thereafter, through the use of Fund
				Managers, making investments in West Virginia Businesses.
3.2. Funds; Fund Shares. -- During each State
				fiscal year in which tax credits are authorized for allocation under the Act,
				the Authority shall create one or more Funds for the receipt of investments
				from individuals and entities meeting certain requirements (as set forth in
				Section 5 of this Rule) and which desire to invest and to receive a tax credit
				allocated by the Authority. The creation of each Fund and the characteristics
				of the Fund, including for example its structure, the type of Fund Shares if
				any within the Fund, the Fund Managers and the type of investments anticipated
				to be made, shall be communicated by the Governing Entity or the Authority to
				those individuals and entities which, in accordance with Subdivision 5.1.b of
				this Rule, have evidenced to the Authority that he, she or it meets the minimum
				requirements for investors set forth in Subdivision 5.1.a of this Rule and
				desire to consider investment in the Fund.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-03 - General Administration Of The WV Venture Capital Act › Section 117-3-4 - Fund Managers

Current through Register Vol. XLI, No. 28, July 12, 2024
4.1.
				Application. -- Any individual or Entity, including, without limitation, a
				Federal Program Participant, desiring to apply for designation by the Authority
				as a Fund Manager shall submit a written application on forms provided by the
				Authority or, in the discretion of the Authority, shall submit a written
				proposal to the Authority in response to a request for proposal issued by the
				Authority.
4.1.1. Contents of Application or
				Proposal. -- The application or proposal shall be signed and verified by the
				applicant or by a duly authorized representative of the applicant, and shall
				contain the following information:
4.1.1.a.
				The full legal name and tax identification number of the applicant;
4.1.1.b. The mailing and office addresses and
				telephone numbers of the applicant's principal office in this State; and if
				different, the mailing and office addresses and telephone numbers of the
				applicant's principal place of business;
4.1.1.c. A certified copy, as applicable, of
				the applicant's: Articles of Incorporation; certificate of formation of a
				limited partnership; Articles of Organization of a limited liability company;
				documents that evidence the creation of a trust; or any other evidence that the
				Applicant is organized and existing as an Entity;
4.1.1.d. Unless otherwise directed by the
				Authority, the titles, names, home and business addresses, telephone numbers
				and tax identification numbers of, as applicable, the applicant's directors,
				officers, shareholders, partners, members, managers, trustees or other persons
				or Entities serving on the Managing Body of, or having an ownership interest
				in, the applicant. The addresses shall include street and number, city or town,
				state and zip code;
4.1.1.e.
				Information evidencing that the applicant has met all minimum requirements for
				Fund Managers as set forth in Subsection 4.2 of this Rule;
4.1.1.f. A statement that the Applicant, if
				designated as a Fund Manager, will comply with all requirements of the Act and
				this Rule;
4.1.1.g. The procedure
				by which the Applicant, if designated as a Fund Manager, would insure
				compliance with Subsection 7.4 of this Rule; and
4.1.1.h. Any and all additional information
				requested by the Authority.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-03 - General Administration Of The WV Venture Capital Act › Section 117-3-5 - Investors

Current through Register Vol. XLI, No. 28, July 12, 2024
5.1. Minimum
				Requirements of Investors; Confirmation.
5.1.a. Minimum Requirements. -- All investors
				in any Fund or Fund Share, and any individual or Entity applying for a tax
				credit under this Rule, shall meet the following requirements:
5.1.a.1. Accredited Investor. Each investor
				shall meet the requirements to be an accredited investor as set forth, from
				time to time, in Regulation D promulgated by the U.S. Securities and Exchange
				Commission under the Securities Act of 1933 or shall meet any other more
				stringent requirements as may be designated, from time to time, by the
				Authority; and
5.1.a.2. Minimum
				Investment. Each investor shall invest in a Fund, or as an allocation amongst
				Fund Shares of a Fund, a minimum of Two Hundred Thousand Dollars ($200,000.00)
				or other amount set by the Authority.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-03 - General Administration Of The WV Venture Capital Act › Section 117-3-6 - Tax Credits

Current through Register Vol. XLI, No. 28, July 12, 2024
6.1.
				Maximum Authorized Credits.
6.1.1. Generally.
				-- Each investor in a Fund or Fund Share shall be allowed a tax credit equal to
				no more than fifty percent of the investor's investment in a Fund or Fund
				Share; provided, that investors in a Fund or Fund Share which are qualified
				capital companies under the West Virginia Capital Company Act, W. Va. Code
				§§
										5E-1-1 et
				seq., and which have, pursuant to the consent of the Authority, invested in a
				Fund or Fund Share monies from their capital bases which are not required to be
				invested in qualified investments shall be allowed a tax credit equal to no
				more than ten percent of the investor's investment in the Fund.
6.1.2. Maximum Per Investor. -- Unless waived
				by the Authority, the total amount of tax credits authorized for a single
				investor may not exceed Two Million Dollars during any single State fiscal
				year.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-03 - General Administration Of The WV Venture Capital Act › Section 117-3-7 - Investment Requirements

Current through Register Vol. XLI, No. 28, July 12, 2024
7.1.
				Investments. -- Each Fund Manager shall invest the assets of the Fund or Fund
				Share to which the Fund Manager is assigned or which it receives by making debt
				or equity investments in West Virginia Businesses in accordance with this
				Section.
7.2. Investments Pursuant
				to Investment Guidelines. -- The Fund Manager shall invest the assets of each
				Fund or Fund Share according to the investment guidelines agreed upon between
				the Fund Manager and the Fund or Governing Entity and set forth in a
				participation or other agreement entered into by the Fund Manager and the
				applicable Fund or Governing Entity in accordance with Subdivision 7.6.4 of
				this Rule.
7.3. Limitation of
				Qualified Investment. -- No more than thirty percent (30%) of the equity of a
				Fund or Fund Share raised in accordance with the Act and this Rule may be
				invested in any one West Virginia Business without the consent of the
				applicable Fund or Governing Entity.
7.4. Investment Restrictions
7.4.1. Unless the prior written consent of
				the applicable Fund or Governing Entity is obtained, a Fund Manager may not
				invest any portion of a Fund or Fund Share in any West Virginia Business where
				there is a direct or indirect economic relationship, in the form of ownership,
				compensation or otherwise, between the Fund Manager, inclusive of the Fund
				Manager's relatives, affiliates or members of its Managing Body, and the West
				Virginia Business, inclusive of relatives, affiliates and members of the
				Managing Body. The investment restrictions in this Subdivision are not
				applicable where the Fund Manager's economic relationship is solely the result
				of the fact that the Fund Manager has made a previous investment in the West
				Virginia Business pursuant to the Act or this Rule.
7.4.2. Unless the prior written consent of
				the applicable Fund or Governing Entity is obtained, a Fund Manager may not
				invest any portion of or contribution from a Fund or Fund Share in any West
				Virginia Business where there is a direct or indirect economic relationship, in
				the form of ownership, compensation or otherwise, between the West Virginia
				Business, including the relatives, affiliates and members of the Managing Body
				of the West Virginia Business, and an investor in the Fund or Fund Share,
				including relatives, affiliates and members of the Managing Body of the
				investor. The investment restrictions in this Subdivision are not applicable
				where the investor's economic relationship is solely the result of the fact
				that the Fund Manager has made a previous investment in the West Virginia
				Business pursuant to the Act or this Rule.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-03 - General Administration Of The WV Venture Capital Act › Section 117-3-8 - Liquidation of a Fund or Fund Share; Repurchase of Investor Ownership Interests

Current through Register Vol. XLI, No. 28, July 12, 2024
8.1.
				Liquidation of Entire Fund or Fund Share. Unless otherwise set forth in the
				applicable Governance Agreement, the subscription agreement or any other
				document agreed to by the investors, at any time after the 5th anniversary of
				the first investment made by the Fund Manager of a Fund or Fund Share in a West
				Virginia Business, the Fund or Fund Share may be liquidated at the unanimous
				written consent of all investors of such Fund or Fund Share or at the
				discretion of the applicable Governing Entity. Upon liquidation, the assets of
				the Fund or Fund Share shall be distributed in cash or in kind to the investors
				of the Fund or Fund Share on a pro rata basis.
8.2. Repurchase of Investor Ownership
				Interests. Unless otherwise set forth in the applicable Governance Agreement,
				the subscription agreement or such other document agreed to by the investors,
				at any time after the 5th anniversary of the first
				investment made by the Fund Manager of the Fund or Fund Share in a West
				Virginia Business, an investor in such Fund or Fund Share may, upon written
				request to the applicable Governing Entity, have all or any portion of such
				investor's ownership interest repurchased at a value agreed to by the Governing
				Entity and the investor. Upon such repurchase of the investor's ownership
				interest, the investor shall receive, in the discretion of the applicable
				Governing Entity, cash and/or a distribution in kind of assets of the Fund or
				Fund Share which collectively equals the value agreed to by the Governing
				Entity and the investor.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-03 - General Administration Of The WV Venture Capital Act › Section 117-3-9 - Audits and Reports

Current through Register Vol. XLI, No. 28, July 12, 2024
9.1.
				Reporting. -- Each Fund Manager shall, at least quarterly, submit to the
				applicable Governing Entity, the Authority and to each investor reports which
				set forth the following:
9.1.a. With regard
				to each West Virginia Business invested in during that quarter, the name and
				address of the business, a description of the activities of the business and a
				description of the investment made in the business and the terms of the
				investment;
9.1.b. The percentage
				of the Fund or Fund Share which has been invested to date;
9.1.c. The status and performance of each
				outstanding investment;
9.1.d. The
				effect investments by the Fund have had on the ability of West Virginia
				Businesses invested in to increase or retain employment of domiciled West
				Virginians; and
9.1.e. Any other
				information requested by the applicable Governing Entity or the
				Authority.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-03 - General Administration Of The WV Venture Capital Act › Section 117-3-10 - Confidentiality

Current through Register Vol. XLI, No. 28, July 12, 2024
10.1. General Rule.
				-- All information submitted to the Authority is confidential and not subject
				to public disclosure when filed with the Authority, except as otherwise
				provided in this Section and in the Act.
10.2. Application Information. -- All
				information submitted to the Authority or the applicable Governing Entity
				pursuant to (i) an application for designation as a Fund Manager and (ii) an
				application for designation as an investor, and documents related to the
				applications, are confidential and not subject to public disclosure when filed
				with the Authority, except the following:
1.
				The full legal name of the Entity making the application;
2. The mailing and office addresses and
				telephone number of the applicant; and
3. The name of a person to contact for the
				applicant.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-03 - General Administration Of The WV Venture Capital Act › Section 117-3-11 - Investigation; Remedies

Current through Register Vol. XLI, No. 28, July 12, 2024
11.1.
				Investigation by Authority. -- The Authority may examine, under oath, any of
				the Fund Managers, investors, or West Virginia Businesses invested in, and any
				owners, members of the Managing Body, employees or agents thereof, with regard
				to any matters which the Authority may consider necessary to ensure compliance
				with the Act and this Rule. The Authority may issue subpoenas and subpoenas
				duces tecum, and administer oaths relative to any examination.
11.2. Remedies. -- In the event of the
				failure of any individual or Entity to comply with the Act or this Rule, the
				remedies set forth in the applicable Governance Agreement, participation
				agreement or other applicable agreements or documents govern in addition to all
				remedies or relief available at law to the Authority, the Fund or the
				State.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-03 - General Administration Of The WV Venture Capital Act › Section 117-3-12 - Ruling Procedure

Current through Register Vol. XLI, No. 28, July 12, 2024
12.1.
				General Rule. -- Any person may request an informal ruling from the Authority
				concerning the application of the Act and this Rule to a specific set of facts
				and circumstances. The Authority shall not issue rulings concerning the tax
				ramifications of investment in a Fund or Fund Share. Any tax ruling requests
				shall be directed to the West Virginia Department of Tax and Revenue.
12.2. Request Requirements. -- A ruling
				request shall meet the following requirements in order to be considered by the
				Authority:
12.2.a. The ruling request shall
				be in writing and sent by certified mail to the Authority at the following
				address: West Virginia Economic Development Authority, NorthGate Business Park,
				160 Association Drive, Charleston, WV 25311-1217;
12.2.b. Any factual representations upon
				which the ruling will be based shall be verified under oath;
12.2.c. The request shall state the ruling
				that is requested and shall contain legal analysis in support of the requested
				ruling;
12.2.d. The request shall
				be accompanied by a non-refundable filing fee of five hundred dollars ($500.00)
				per issue addressed in the ruling requested;
12.2.e. The request shall contain the name,
				mailing address and telephone number of a person that can be contacted by the
				Authority for further information concerning the request; and
12.2.f. Any additional information requested
				by the Authority shall be submitted in writing. Additional information shall be
				verified under oath if it involves factual representations.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-04 - Economic Development And Technology › Section 117-4-1 - General

Current through Register Vol. XLI, No. 28, July 12, 2024
1.1. Scope. -- This
				Legislative Rule is promulgated to provide for the efficient administration of
				the credits allowed for investments in economic development and technology
				advancement centers.
1.2.
				Authority. -- W. Va. Code §
									5E-1-5.
1.3. Filing Date. -- April 15,
				2004.
1.4. Effective Date. -- April
				15, 2004.
1.5. Citation. -- This
				Legislative Rule may be cited as 117CSR., Series 4, §117-4- ______
				(____).
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-04 - Economic Development And Technology › Section 117-4-2 - Definitions

Current through Register Vol. XLI, No. 28, July 12, 2024
2.1. "Act" means
				the West Virginia Venture Capital Act, W. Va. Code §
									5E-2-1 et
				seq.
2.2. "Agreement" means any
				agreement or contractual relationship entered into between a Doctoral
				Institution and a Center pursuant to the provisions of W. Va. Code §
									18B-12A-1
				et seq.
2.3. "Approved Institution
				of Higher Education" means:
(a) A State
				institution of higher education as defined in W. Va. Code §
										18B-1-2:
				Alderson-Broaddus College, Appalachian Bible College, Bethany College, the
				College of West Virginia, Davis and Elkins College, Ohio Valley College,
				Salem-Teikyo College, the University of Charleston, West Virginia Wesleyan
				College and Wheeling Jesuit College, all in West Virginia; and
(b) Any other regionally or nationally
				accredited institution of higher education in this State, public or private,
				approved by the Vice Chancellor for Administration if the institution has been
				licensed for a minimum of fifteen years subject to the provisions of W. Va.
				Code §§ 18C-3-5 and 18C-1B-4.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-04 - Economic Development And Technology › Section 117-4-4 - Tax Credits

Current through Register Vol. XLI, No. 28, July 12, 2024
4.1.
				Maximum Authorized Credits.
4.1.1. Generally.
				-- Each Investor in a Center shall be allowed a tax credit equal to one hundred
				percent of the Investor's investment in a Center.
4.1.2. Maximum Per Center. -- The total
				amount of tax credits authorized for a single Center may not exceed One Million
				Dollars ($1,000,000) during any single State fiscal year.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-04 - Economic Development And Technology › Section 117-4-5 - Reports and Audits

Current through Register Vol. XLI, No. 28, July 12, 2024
5.1
				Conflicts of Interest. -- Notwithstanding any other provision of this Rule to
				the contrary, officers and employees of a governing board and the affected
				Doctoral Institution may hold appointments to offices of the Center and be
				members of its Governing Body or officers or employees of other entities
				contracting with either the Center or a governing board of a Doctoral
				Institution. The Governing Body shall make an annual report of these
				appointments to the Doctoral Institution.
5.2. General Requirements for Audits. -- The
				following requirements apply to audits of a Center:
5.2.a. Independent CPA. -- The certified
				public accountant shall be independent of the Center being examined to ensure
				that the audit report is impartial, in fact and in appearance.
5.2.b. Working Papers; Standards. -- In
				performing the audit, the accountant shall prepare working papers in accordance
				with the generally accepted accounting and auditing standards of field work.
				The accountant shall retain working papers for an audit for a minimum of three
				(3) years from the date of the audit report, or longer if notified in writing
				by the Authority before the end of the three (3) year period. The audit working
				papers shall be made available upon written request of the Authority or the
				Director. The audit shall be conducted in accordance with generally accepted
				auditing and accounting principles and standards, and any other guidelines the
				Authority may prescribe.
5.2.c.
				Report Contents. -- The audit report shall address the methods of operation and
				conduct of the business of the Center and report on the Center's compliance
				with the requirements of the Act and this Rule. Any instances of noncompliance
				shall be specifically cited. If the accountant finds that the Center has been
				in compliance, the accountant shall make a positive statement to that
				effect.
5.2.d. Submission of
				Report. -- The Center shall submit to the applicable Governing Entity and the
				Authority three (3) certified copies of the audit report no later than ninety
				(90) days from the end of each State fiscal year, together with three copies of
				a descriptive narrative of the Center's activities, its methods of operation of
				the Center and three (3) copies of the Center's financial statements.
5.2.e. Other Requirements. -- The Authority
				may dictate other audit requirements from time to time.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-04 - Economic Development And Technology › Section 117-4-6 - Confidentiality

Current through Register Vol. XLI, No. 28, July 12, 2024
6.1. General Rule.
				-- All information submitted to the Authority is confidential and not subject
				to public disclosure when filed with the Authority, except as otherwise
				provided in this Section and in the Act.
6.2. Application Information. -- All
				information submitted to the Authority or the applicable Governing Entity
				pursuant to an application for designation as a Center, and documents related
				to the application are confidential and not subject to public disclosure when
				filed with the Authority, except the following:
1. The full legal name of the Center making
				the application;
2. The mailing and
				office addresses and telephone number of the applicant; and
3. The name of a person to contact for the
				applicant.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-04 - Economic Development And Technology › Section 117-4-7 - Investigation; Remedies

Current through Register Vol. XLI, No. 28, July 12, 2024
7.1.
				Investigation by Authority. -- The Authority may examine, under oath, any of
				members of the Center's Governing Body, employees or agents thereof, with
				regard to any matters which the Authority may consider necessary to ensure
				compliance with the Act and this Rule. The Authority may issue subpoenas and
				subpoenas duces tecum, and administer oaths relative to any
				examination.
7.2. Remedies. -- In
				the event of the failure of any individual or Entity to comply with the Act or
				this Rule, the Authority may pursue all remedies or relief available at law to
				the Authority or the State.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-04 - Economic Development And Technology › Section 117-4-8 - Ruling Procedure

Current through Register Vol. XLI, No. 28, July 12, 2024
8.1.
				General Rule. -- Any person may request an informal ruling from the Authority
				concerning the application of the Act and this Rule to a specific set of facts
				and circumstances. Any tax ruling requests shall be directed to the West
				Virginia Department of Tax and Revenue.
8.2. Request Requirements. -- A ruling
				request shall meet the following requirements in order to be considered by the
				Authority:
8.2.a. The ruling request shall be
				in writing and sent by certified mail to the Authority at the following
				address: West Virginia Economic Development Authority, 1018 Kanawha Blvd.,
				Suite 501, Charleston, WV 25301-2828;
8.2.b. Any factual representations upon which
				the ruling will be based shall be verified under oath;
8.2.c. The request shall state the ruling
				that is requested and shall contain legal analysis in support of the requested
				ruling;
8.2.d. The request shall be
				accompanied by a non-refundable filing fee of five hundred dollars ($500.00)
				per issue addressed in the ruling requested;
8.2.e. The request shall contain the name,
				mailing address and telephone number of a person that can be contacted by the
				Authority for further information concerning the request; and
8.2.f. Any additional information requested
				by the Authority shall be submitted in writing. Additional information shall be
				verified under oath if it involves factual representations.
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-05 - High-Growth Business Investment Tax Credit › Section 117-5-1 - General

Current through Register Vol. XLI, No. 28, July 12, 2024
1.1. Scope. -- This
				Legislative Rule is promulgated to provide for the general administration of
				the High-Growth Business Investment Tax Credit, W. Va. Code §
									11-13U-1
				et seq. This Rule carries out the policy and purposes of the Statute, provides
				necessary clarification of the provisions of the Statute, and provides for the
				general administration of the Statute.
1.2. Authority. -- W. Va. Code §
									11-13U-9.
1.3. Filing Date. -- June 1, 2005.
1.4. Effective Date. -- July 1,
				2005.
1.5. Citation. -- This
				Legislative Rule may be cited as §117 C.S.R., Series 5, 117-5-1, et seq.,
				(2005).
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-05 - High-Growth Business Investment Tax Credit › Section 117-5-2 - Definitions

Current through Register Vol. XLI, No. 28, July 12, 2024
2.1. "Alter ego"
				means a qualified research and development company where one or more of the
				following criteria are satisfied in relation to the eligible taxpayer:
2.1.a. The ownership of the qualified
				research and development company is "substantially related" to the ownership of
				the eligible taxpayer stated on the application. "Substantially related" means
				a five percent or more common ownership interest in the qualified research and
				development company before the qualified investment is made that is eligible
				for the credit; or
2.1.b. The board
				of directors, managers or general partners of the qualified research and
				development company are controlled by the eligible taxpayer stated on the
				application: Provided, That an eligible taxpayer is considered to have control
				of the board of directors of a qualified research and development company if it
				controls a simple majority of the board of directors, managers or general
				partners.
2.1.c. For the purposes
				of the Statute, common ownership interest shall be determined in accordance
				with the beneficial ownership rules under Rule 13d-3 under the Securities
				Exchange Act of 1934 ( 17 C.F.R. §240 - 13d - 3 ).
West Virginia Code of State Rules › Agency 117 - Economic Development Authority › Title 117 - PROCEDURAL RULE ECONOMIC DEVELOPMENT AUTHORITY › Series 117-05 - High-Growth Business Investment Tax Credit › Section 117-5-3 - Overview of the Tax Credits

Current through Register Vol. XLI, No. 28, July 12, 2024
3.1. Purpose. -- The Statute creates a tax
				credit program through which investors receive a tax credit by making equity
				investments in start-up, growth-oriented, research and development businesses
				in West Virginia.
3.2. Tax Credit
				Allowed. -- The tax credits are available to eligible taxpayers who invest in a
				qualified research and development company that maintains its corporate
				headquarters in West Virginia for the taxable year in which the investment was
				made. Eligible taxpayers may claim the tax credit against that portion of their
				Business Franchise Tax, Corporation Net Income Tax and Personal Income Tax for
				tax years beginning on or after July 1, 2005.
3.2.a. No more than one million dollars of
				the tax credits allowed under W. Va. Code §
										11-13U-4(a)
				may be allocated by the Authority during any fiscal year. The Authority shall
				allocate the tax credits in the order the applications are received, as
				discussed in subsection 4.5 of this Rule.
3.2.b. The Authority may not allocate more
				than fifty thousand dollars of this tax credit to an eligible taxpayer in a
				fiscal year.
3.2.c. Any unused
				portion of the tax credit may be carried forward to succeeding taxable years
				until the expiration of the fourth taxable year after the taxable year in which
				the investment was made. The tax credit remaining thereafter is
				forfeited.