2015 Mississippi Code
Title 57 - PLANNING, RESEARCH AND DEVELOPMENT
Chapter 115 - MISSISSIPPI SMALL BUSINESS INVESTMENT COMPANY ACT
§ 57-115-3 - Definitions

As used in this chapter, the following terms and phrases shall have the meanings ascribed in this section unless the context clearly indicates otherwise:

(a) "Affiliate" means:

(i) Any person who, directly or indirectly, beneficially owns, controls, or holds power to vote fifteen percent (15%) or more of the outstanding voting securities or other voting ownership interest of a Mississippi small business investment company or insurance company; and

(ii) Any person, fifteen percent (15%) or more of whose outstanding voting securities or other voting ownership interests are directly or indirectly beneficially owned, controlled, or held, with power to vote by a Mississippi small business investment company or insurance company. Notwithstanding this paragraph (a), an investment by a participating investor in a Mississippi small business investment company pursuant to an allocation of tax credits under this chapter does not cause that Mississippi small business investment company to become an affiliate of that participating investor.

(b) "Allocation date" means the date on which credits are allocated to the participating investors of a Mississippi small business investment company under this chapter.

(c) "MDA" means the Mississippi Development Authority.

(d) "Department" means the Mississippi Department of Banking and Consumer Finance.

(e) "Designated capital" means an amount of money that:

(i) Is invested by a participating investor in a Mississippi small business investment company; and

(ii) Fully funds the purchase price of a participating investor's equity interest in a Mississippi small business investment company or a qualified debt instrument issued by a Mississippi small business investment company, or both.

(f) "Mississippi small business investment company" means a partnership, corporation, trust, or limited liability company, organized on a for-profit basis, that:

(i) Has its principal office located in Mississippi or is headquartered in Mississippi;

(ii) Has as its primary business activity the investment of cash in qualified businesses; and

(iii) Is certified by the MDA as meeting the criteria described in this section to qualify as either a primary or secondary Mississippi small business investment company.

(g) "Participating investor" means any insurer that contributes designated capital pursuant to this chapter.

(h) "Person" means any natural person or entity, including, but not limited to, a corporation, general or limited partnership, trust, or limited liability company.

(i) "Qualified business" means a business that is independently owned and operated and meets all of the following requirements:

(i) It is headquartered in Mississippi, its principal business operations are located in Mississippi and at least eighty percent (80%) of its employees are located in Mississippi;

(ii) It has not more than one hundred (100) employees at the time of the first qualified investment in the business;

(iii) It is not more than ten percent (10%) engaged in:

1. Professional services provided by accountants, doctors, or lawyers;

2. Banking or lending;

3. Real estate development;

4. Retail;

5. Insurance; or

6. Making loans to or investments in a Mississippi small business investment company or an affiliate; and

(iv) It is not a franchise of and has no financial relationship with a Mississippi small business investment company or any affiliate of a Mississippi small business investment company prior to a Mississippi small business investment company's first qualified investment in the business.

A business classified as a qualified business at the time of the first qualified investment in the business will remain classified as a qualified business and may receive continuing qualified investments from any Mississippi small business investment company. Continuing investments will constitute qualified investments even though the business may not meet the definition of a qualified business at the time of such continuing investments; however, the business cannot fail to satisfy subparagraph (iii) and (iv) of this paragraph (i).

(j) "Qualified debt instrument" means a debt instrument issued by a Mississippi small business investment company that meets all of the following criteria:

(i) It is issued at par value or a premium;

(ii) It has an original maturity date of at least four (4) years from the date of issuance and a repayment schedule that is not faster than a level principal amortization over four (4) years; and

(iii) Has no interest or payment features that allow for the prepayment of interest or are tied to the profitability of the Mississippi small business investment company or the success of its investments.

(k) "Qualified distribution" means any distribution or payment by a Mississippi small business investment company in connection with the following:

(i) Reasonable costs and expenses of forming, syndicating and organizing the Mississippi small business investment company, including fees paid for professional services and the costs of financing and insuring the obligations of a Mississippi small business investment company, provided no such payment is made to more than one (1) participating investor or an affiliate or related party of a participating investor;

(ii) An annual management fee not to exceed two percent (2%) of designated capital on an annual basis to offset the costs and expenses of managing and operating a Mississippi small business investment company;

(iii) Any projected increase in federal or state taxes, including penalties and interest related to state and federal income taxes, or to the equity owners of the company resulting from the earnings or other tax liability of the company to the extent that the increase is related to the ownership, management, or operation of the company;

(iv) Reasonable and necessary fees in accordance with industry custom for ongoing professional services, including, but not limited to, legal and accounting services related to the operation of a Mississippi small business investment company, not including lobbying or governmental relations; and

(v) Payments of principal and interest to holders of qualified debt instruments issued by a Mississippi small business investment company which may be made without restriction.

(l) "Qualified investment" means the investment of money by a Mississippi small business investment company in a qualified business for the purchase of any debt, debt participation, equity, or hybrid security of any nature and description, including a debt instrument or security that has the characteristics of debt but which provides for conversion into equity or equity participation instruments such as options or warrants; provided that any debt, debt participation or other debt instrument or security shall have a maturity of at least three (3) years. Any repayment of a qualified investment prior to one (1) year from the date of issuance shall result in the amount of the qualified investment being reduced by fifty percent (50%) for purposes of the cumulative investment requirement set forth in Section 57-115-9(1)(c).

(m) "State premium tax liability" means any liability incurred by an insurance company under the provisions of Section 27-15-103, 27-15-109 or 27-15-123 or in the case of a repeal or a reduction by the state of the liability imposed by Section 27-15-103, 27-15-109 or 27-15-123.