Bill Text: CT SB00307 | 2010 | General Assembly | Comm Sub
Bill Title: An Act Implementing The Recommendations Of The Program Review And Investigations Committee Concerning Angel Investors And Programs Implemented By Connecticut Innovations, Incorporated.
Spectrum: Bipartisan Bill
Status: (Introduced - Dead) 2010-03-22 - Favorable Change of Reference, House to Committee on Finance, Revenue and Bonding [SB00307 Detail]
Download: Connecticut-2010-SB00307-Comm_Sub.html
General Assembly |
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February Session, 2010 |
*_____SB00307PRIFIN031210____* |
AN ACT IMPLEMENTING THE RECOMMENDATIONS OF THE PROGRAM REVIEW AND INVESTIGATIONS COMMITTEE CONCERNING ANGEL INVESTORS AND PROGRAMS IMPLEMENTED BY CONNECTICUT INNOVATIONS, INCORPORATED.
Be it enacted by the Senate and House of Representatives in General Assembly convened:
Section 1. (NEW) (Effective July 1, 2010, and applicable to taxable years commencing on or after January 1, 2010) (a) As used in this section:
(1) "Angel investor" or "investor" means an accredited investor, as defined by the Securities and Exchange Commission, who may seek active involvement, such as consulting or mentoring, in a business, but "angel investor" or "investor" does not include (A) persons controlling fifty per cent or more of the Connecticut business invested in by the angel investor or investor, (B) a venture capital company, or (C) any bank, bank and trust company, insurance company, trust company, national bank, savings association or building and loan association for activities that are a part of its normal course of business;
(2) "Cash investment" means money or money equivalent in exchange for qualified securities;
(3) "Connecticut business" means any business owned by an individual or a partnership, association or corporation, and domiciled in Connecticut, or any corporation, even if a wholly-owned subsidiary of a foreign corporation, that does business primarily in Connecticut, or does substantially all of such business's production in Connecticut;
(4) "Qualified securities" means (A) any form of equity, including a general or limited partnership interest, common stock, preferred stock, with or without voting rights, without regard to seniority position and whether or not convertible into common stock, any form of subordinate or convertible debt, or both, with warrants or other means of equity conversion attached, or (B) a debt instrument, including a note or debenture that is secured or unsecured, subordinated to the general creditors of the debtor and requiring no payments of principal, other than principal payments required to be made out of any future profits of the debtor, for at least a seven-year period after commencement of such debt instrument's term.
(b) There shall be allowed a credit for an angel investor against the tax imposed under chapter 229 of the general statutes for a cash investment in the qualified securities of a Connecticut business by such investor. The credit shall be in an amount equal to twenty-five per cent of such investor's cash investment, provided no credit shall be greater than one hundred twenty-five thousand dollars. The credit shall be taken in the year in which such cash investment is made by the angel investor.
(c) To be a cash investment qualifying for a tax credit pursuant to this section, such investment shall be in a Connecticut business that (1) has been approved as a qualified Connecticut business pursuant to subsection (d) of this section; (2) had annual gross revenues of less than five million dollars in the most recent income year of such business; (3) has fewer than twenty-five employees, more than half of whom reside in this state; (4) has been operating in this state for less than ten consecutive years; (5) is primarily owned by the management of the business and their families; and (6) receives less than one million dollars in cash investments eligible for the tax credits provided by this section. No investor may claim a credit pursuant to this section for cash investments in Connecticut Innovations, Incorporated.
(d) (1) A Connecticut business may apply to Connecticut Innovations, Incorporated, for approval as a Connecticut business qualified to receive cash investments eligible for tax credits pursuant to this section. The application shall include (A) the name of the business and a copy of the organizational documents of such business, (B) a business plan, including a description of the business and the management, product, market and financial plan of the business, (C) a description of the business's innovative and proprietary technology, product or service, (D) a statement of the potential economic impact of the business, including the number, location and types of jobs expected to be created, (E) a description of the qualified securities to be issued, the consideration to be paid for the qualified securities, the amount of any tax credits requested and the earliest year in which such tax credits may be redeemed, (F) a statement of the amount, timing and projected use of the proceeds to be raised from the proposed sale of qualified securities, and (G) such other information as the executive director of Connecticut Innovations, Incorporated, may require.
(2) Said executive director shall, on or before August 1, 2010, and monthly thereafter, compile a list of approved applications, categorized by the estimated amount of tax credits and type of qualified securities offered, submitted by qualified Connecticut businesses.
(e) (1) Any angel investor that intends to provide a cash investment to a business on such list may apply to the Commissioner of Revenue Services to reserve a tax credit in the amount indicated by such investor. The aggregate amount of all tax credits which may be reserved by the Commissioner of Revenue Services shall not exceed six million dollars annually for the fiscal years commencing July 1, 2010, to July 1, 2012, inclusive, and shall not exceed three million dollars in each fiscal year thereafter. No credits may be allowed under this section on or after July 1, 2020.
(2) The amount of the credit allowed to any investor pursuant to this section shall not exceed the amount of tax due from such investor under chapter 229 of the general statutes with respect to such taxable year. Any tax credit not used in the taxable year during which the cash investment was made may be carried forward for the five immediately succeeding taxable years until the full credit has been allowed.
(3) Any credit allowed pursuant to this section may be sold, assigned or otherwise transferred, in whole or in part, to one or more taxpayers, and such taxpayers may sell, assign or otherwise transfer, in whole or in part, such credit. If an investor sells, assigns or otherwise transfers a credit to another taxpayer, the transferor and transferee shall jointly submit written notification of such transfer to the Commissioner of Revenue Services not later than thirty days after such transfer. If such transferee sells, assigns or otherwise transfers a credit under this section to a subsequent transferee, such transferee and such subsequent transferee shall jointly submit written notification of such transfer to the Commissioner of Revenue Services not later than thirty days after such transfer. The notification after each transfer shall include the credit certificate number, the date of transfer, the amount of such credit transferred, the tax credit balance before and after the transfer, the tax identification numbers for both the transferor and the transferee, and any other information required by the Commissioner of Revenue Services. Failure to comply with this subdivision shall result in a disallowance of the tax credit until there is full compliance on the part of the transferor and the transferee and for a second transfer, on the part of the transferee, and the subsequent transferee.
(f) A review of the effectiveness of the credit shall be conducted by Connecticut Innovations, Incorporated, by September 1, 2015. Such review, after the approval of the board of directors of Connecticut Innovations, Incorporated, shall be submitted in accordance with the provisions of section 11-4a to the joint standing committee of the General Assembly having cognizance of matters relating to commerce.
Sec. 2. Subsection (b) of section 32-35 of the 2010 supplement to the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2010):
(b) The corporation shall be governed by a board of fifteen directors. Eight members shall be appointed by the Governor, (1) at least six of whom shall be knowledgeable, and have favorable reputations for skill, knowledge and experience, in the development of innovative technology and technological processes including, but not limited to, expertise in academic research, technology transfer and application, the development of technological invention and new enterprise development, and (2) one member shall be a member of an angel investor group in the state. Three members shall be the Commissioner of Economic and Community Development, the Commissioner of Higher Education and the Secretary of the Office of Policy and Management, who shall serve ex officio and shall have all of the powers and privileges of a member of the board of directors. Each ex-officio member may designate his deputy or any member of his staff to represent him at meetings of the corporation with full power to act and vote in his behalf. Four members shall be appointed as follows: One by the president pro tempore of the Senate, one by the minority leader of the Senate, one by the speaker of the House of Representatives and one by the minority leader of the House of Representatives. Each member appointed by the Governor shall serve at the pleasure of the Governor but no longer than the term of office of the Governor or until the member's successor is appointed and qualified, whichever is longer. Each member appointed by a member of the General Assembly shall serve in accordance with the provisions of section 4-1a. A director shall be eligible for reappointment. The Governor shall fill any vacancy for the unexpired term of a member appointed by the Governor. The appropriate legislative appointing authority shall fill any vacancy for the unexpired term of a member appointed by such authority.
Sec. 3. (NEW) (Effective October 1, 2010) (a) There is established a Sidecar Investment Fund program to be administered by Connecticut Innovations, Incorporated, for the purpose of providing grants to match preseed financing or seed financing by angel investors investing in companies in the state. "Angel investors" shall have the same meaning as in section 1 of this act, and "preseed financing" and "seed financing" shall have the same meanings as in section 32-34 of the general statutes.
(b) In support of the program established in subsection (a) of this section, the corporation shall establish criteria for providing such matching grants and shall develop and implement a plan to market the program.
(c) The board of the corporation shall review and approve each application for matching grants for such financing.
(d) The grants authorized pursuant to this section shall be allocated as follows: (1) Ninety per cent of the investments shall match angel investment funding; and (2) not more than ten per cent shall be set aside to invest in state university student entrepreneurs receiving angel investment funding. Not more than a fifty per cent match, up to a maximum of two hundred fifty thousand dollars, shall be invested in any single company.
(e) The corporation shall adopt procedures, pursuant to section 1-121 of the general statutes, to implement the provisions of this section.
Sec. 4. Section 32-41w of the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2010):
(a) There is established an early-stage venture capital program to be administered by Connecticut Innovations, Incorporated, to provide preseed financing, seed financing, start-up financing, early or first-stage financing and expansion financing to companies in the state and to provide matching funds for the federal small business innovation research program, as defined in subdivision (4) of section 32-344.
(b) In support of the program established in subsection (a) of this section, the corporation and the Small Business Innovation Research Office, established pursuant to subdivision (41) of section 32-39, as amended by this act, shall establish criteria for awarding such financing and shall develop and implement a plan to market the program.
(c) The board of the corporation shall review and approve each application for such financing.
(d) Funds provided for this section shall be allocated as follows: (1) Not less than five per cent for preseed financing; (2) not less than ten per cent for seed financing; (3) not less than ten per cent for start-up financing; (4) not less than fifteen per cent for early or first stage financing; [and] (5) not less than [forty] thirty per cent and not more than [sixty] fifty per cent on expansion financing, as such terms are defined in section 32-34; and (6) not less than ten per cent on matching grants of fifty per cent, not to exceed fifty thousand dollars per grant, for the small business innovation research program. The corporation shall use not more than three per cent of such funds for administration and marketing of such financial aid.
(e) The corporation shall adopt procedures, pursuant to section 1-121, to implement the provisions of this section.
Sec. 5. Section 32-39 of the 2010 supplement to the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2010):
The purposes of the corporation shall be to stimulate and encourage the research and development of new technologies, businesses and products, to encourage the creation and transfer of new technologies, to assist existing businesses in adopting current and innovative technological processes, to stimulate and provide services to industry that will advance the adoption and utilization of technology, to achieve improvements in the quality of products and services, to stimulate and encourage the development and operation of new and existing science parks and incubator facilities, and to promote science, engineering, mathematics and other disciplines that are essential to the development and application of technology within Connecticut by the infusion of financial aid for research, invention and innovation in situations in which such financial aid would not otherwise be reasonably available from commercial or other sources, and for these purposes the corporation shall have the following powers:
(1) To have perpetual succession as a body corporate and to adopt bylaws, policies and procedures for the regulation of its affairs and conduct of its businesses as provided in section 32-36;
(2) To enter into venture agreements with persons, upon such terms and on such conditions as are consistent with the purposes of this chapter, for the advancement of financial aid to such persons for the research, development and application of specific technologies, products, procedures, services and techniques, to be developed and produced in this state, and to condition such agreements upon contractual assurances that the benefits of increasing or maintaining employment and tax revenues shall remain in this state and shall accrue to it;
(3) To solicit, receive and accept aid, grants or contributions from any source of money, property or labor or other things of value, to be held, used and applied to carry out the purposes of this chapter, subject to the conditions upon which such grants and contributions may be made, including but not limited to, gifts or grants from any department or agency of the United States or the state;
(4) To invest in, acquire, lease, purchase, own, manage, hold and dispose of real property and lease, convey or deal in or enter into agreements with respect to such property on any terms necessary or incidental to the carrying out of these purposes; provided, however, that all such acquisitions of real property for the corporation's own use with amounts appropriated by the state to the corporation or with the proceeds of bonds supported by the full faith and credit of the state shall be subject to the approval of the Secretary of the Office of Policy and Management and the provisions of section 4b-23;
(5) To borrow money or to guarantee a return to the investors in or lenders to any capital initiative, to the extent permitted under this chapter;
(6) To hold patents, copyrights, trademarks, marketing rights, licenses, or any other evidences of protection or exclusivity as to any products as defined herein, issued under the laws of the United States or any state or any nation;
(7) To employ such assistants, agents and other employees as may be necessary or desirable, which employees shall be exempt from the classified service and shall not be employees, as defined in subsection (b) of section 5-270; establish all necessary or appropriate personnel practices and policies, including those relating to hiring, promotion, compensation, retirement and collective bargaining, which need not be in accordance with chapter 68, and the corporation shall not be an employer as defined in subsection (a) of section 5-270; and engage consultants, attorneys and appraisers as may be necessary or desirable to carry out its purposes in accordance with this chapter;
(8) To make and enter into all contracts and agreements necessary or incidental to the performance of its duties and the execution of its powers under this chapter;
(9) To sue and be sued, plead and be impleaded, adopt a seal and alter the same at pleasure;
(10) With the approval of the State Treasurer, to invest any funds not needed for immediate use or disbursement, including any funds held in reserve, in obligations issued or guaranteed by the United States of America or the state of Connecticut and in other obligations which are legal investments for retirement funds in this state;
(11) To procure insurance against any loss in connection with its property and other assets in such amounts and from such insurers as it deems desirable;
(12) To the extent permitted under its contract with other persons, to consent to any termination, modification, forgiveness or other change of any term of any contractual right, payment, royalty, contract or agreement of any kind to which the corporation is a party;
(13) To do anything necessary and convenient to render the bonds to be issued under section 32-41 more marketable;
(14) To acquire, lease, purchase, own, manage, hold and dispose of personal property, and lease, convey or deal in or enter into agreements with respect to such property on any terms necessary or incidental to the carrying out of these purposes;
(15) In connection with any application for assistance under this chapter, or commitments therefor, to make and collect such fees as the corporation shall determine to be reasonable;
(16) To enter into venture agreements with persons, upon such terms and conditions as are consistent with the purposes of this chapter to provide financial aid to such persons for the marketing of new and innovative services based on the use of a specific technology, product, device, technique, service or process;
(17) To enter into limited partnerships or other contractual arrangements with private and public sector entities as the corporation deems necessary to provide financial aid which shall be used to make investments of seed venture capital in companies based in or relocating to the state in a manner which shall foster additional capital investment, the establishment of new businesses, the creation of new jobs and additional commercially-oriented research and development activity. The repayment of such financial aid shall be structured in such manner as the corporation deems will best encourage private sector participation in such limited partnerships or other arrangements. The board of directors, executive director, officers and staff of the corporation may serve as members of any advisory or other board which may be established to carry out the purposes of this subdivision;
(18) To account for and audit funds of the corporation and funds of any recipients of financial aid from the corporation;
(19) To advise the Governor, the General Assembly, the Commissioner of Economic and Community Development and the Commissioner of Higher Education on matters relating to science, engineering and technology which may have an impact on state policies, programs, employers and residents, and on job creation and retention;
(20) To promote technology-based development in the state;
(21) To encourage and promote the establishment of and, within available resources, to provide financial aid to advanced technology centers;
(22) To maintain an inventory of data and information concerning state and federal programs which are related to the purposes of this chapter and to serve as a clearinghouse and referral service for such data and information;
(23) To conduct and encourage research and studies relating to technological development;
(24) To provide technical or other assistance and, within available resources, to provide financial aid to the Connecticut Academy of Science and Engineering, Incorporated, in order to further the purposes of this chapter;
(25) To recommend a science and technology agenda for the state that will promote the formation of public and private partnerships for the purpose of stimulating research, new business formation and growth and job creation;
(26) To encourage and provide technical assistance and, within available resources, to provide financial aid to existing manufacturers and other businesses in the process of adopting innovative technology and new state-of-the-art processes and techniques;
(27) To recommend state goals for technological development and to establish policies and strategies for developing and assisting technology-based companies and for attracting such companies to the state;
(28) To promote and encourage and, within available resources, to provide financial aid for the establishment, maintenance and operation of incubator facilities;
(29) To promote and encourage the coordination of public and private resources and activities within the state in order to assist technology-based entrepreneurs and business enterprises;
(30) To provide services to industry that will stimulate and advance the adoption and utilization of technology and achieve improvements in the quality of products and services;
(31) To promote science, engineering, mathematics and other disciplines that are essential to the development and application of technology;
(32) To coordinate its efforts with existing business outreach centers, as described in section 32-9qq;
(33) To develop a marketing campaign that promotes the state as a place of innovation;
[(33)] (34) To do all acts and things necessary and convenient to carry out the purposes of this chapter;
[(34)] (35) To accept from the department: (A) Financial assistance, (B) revenues or the right to receive revenues with respect to any program under the supervision of the department, and (C) loan assets or equity interests in connection with any program under the supervision of the department; to make advances to and reimburse the department for any expenses incurred or to be incurred by it in the delivery of such assistance, revenues, rights, assets, or interests; to enter into agreements for the delivery of services by the corporation, in consultation with the department, the Connecticut Housing Finance Authority and the Connecticut Development Authority, to third parties which agreements may include provisions for payment by the department to the corporation for the delivery of such services; and to enter into agreements with the department or with the Connecticut Development Authority or Connecticut Housing Finance Authority for the sharing of assistants, agents and other consultants, professionals and employees, and facilities and other real and personal property used in the conduct of the corporation's affairs;
[(35)] (36) To transfer to the department: (A) Financial assistance, (B) revenues or the right to receive revenues with respect to any program under the supervision of the corporation, and (C) loan assets or equity interests in connection with any program under the supervision of the corporation, provided the transfer of such financial assistance, revenues, rights, assets or interests is determined by the corporation to be practicable, within the constraints and not inconsistent with the fiduciary obligations of the corporation imposed upon or established upon the corporation by any provision of the general statutes, the corporation's bond resolutions or any other agreement or contract of the corporation and to have no adverse effect on the tax-exempt status of any bonds of the state;
[(36)] (37) With respect to any capital initiative, to create, with one or more persons, one or more affiliates and to provide, directly or indirectly, for the contribution of capital to any such affiliate, each such affiliate being expressly authorized to exercise on such affiliate's own behalf all powers which the corporation may exercise under this section, in addition to such other powers provided to it by law;
[(37)] (38) To provide financial aid to enable biotechnology and other technology companies to lease, acquire, construct, maintain, repair, replace or otherwise obtain and maintain production, testing, research, development, manufacturing, laboratory and related and other facilities, improvements and equipment;
[(38)] (39) To provide financial aid to persons developing smart buildings, as defined in section 32-23d, incubator facilities or other information technology intensive office and laboratory space;
[(39)] (40) To administer the Renewable Energy Investment Fund established pursuant to section 16-245n;
[(40)] (41) To provide financial aid to persons developing or constructing the basic buildings, facilities or installations needed for the functioning of the media and motion picture industry in this state;
[(41)] (42) To coordinate the development and implementation of strategies regarding technology-based talent and innovation among state and quasi-public agencies, including the creation and administration of the Connecticut Small Business Innovation Research Office to act as a centralized clearinghouse and provide technical assistance to applicants in developing small business innovation research programs in conformity with the federal program established pursuant to the Small Business Research and Development Enhancement Act of 1992, P.L. 102-564, as amended, and other proposals;
(43) To establish the Sidecar Investment program, as established in section 3 of this act, and provide moneys to said program from the Connecticut Innovations, Incorporated Fund established pursuant to section 32-41a.
Sec. 6. Subsection (h) of section 32-35 of the 2010 supplement to the general statutes is repealed and the following is substituted in lieu thereof (Effective October 1, 2010):
(h) The corporation shall provide funding for the operation of the Connecticut Small Business Innovation Research Office in accordance with subdivision [(41)] (42) of section 32-39, as amended by this act.
This act shall take effect as follows and shall amend the following sections: | ||
Section 1 |
July 1, 2010, and applicable to taxable years commencing on or after January 1, 2010 |
New section |
Sec. 2 |
October 1, 2010 |
32-35(b) |
Sec. 3 |
October 1, 2010 |
New section |
Sec. 4 |
October 1, 2010 |
32-41w |
Sec. 5 |
October 1, 2010 |
32-39 |
Sec. 6 |
October 1, 2010 |
32-35(h) |
Statement of Legislative Commissioners:
In section 1 (a)(3), the word "corporation's" was changed to "business's" for internal consistency, and in section 3 (b) and (d), adjustments were made for internal consistency and clarity.
PRI |
Joint Favorable Subst. C/R |
FIN |