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HB 1629 - Commerce and trade; Seed- Capital Fund; revise provs
Royal, A. Richard (164th) Jenkins, Curtis S (110th)
Status Summary HC: HEd SC: Ed FR: 02/29/00 LA: 04/20/00 Signed by Governor

First Reader Summary

A BILL to amend Title 10 of the Official Code of Georgia Annotated, relating to commerce and trade, so as to revise comprehensively the provisions regarding the Seed-Capital Fund; to provide definitions; to create the Seed-Capital Fund; and for other purposes.

Page Numbers: 1 2 3 4 5 6 7 8 9 10 11 12 13
Code Sections - 10-10-1/ 10-10-2/ 10-10-3/ 10-10-4/ 10-10-5/ 10-10-6/ 10-10-1/ 10-10-2/ 10-10-3/ 10-10-4/ 10-10-5/ 10-10-6

House Action Senate
2/29/00 Read 1st Time 3/8/00
3/1/00 Read 2nd Time 3/15/00
3/3/00 Favorably Reported 3/15/00
2/29/00 Recommitted 3/9/00
3/8/00 Read 3rd Time 3/16/00
3/8/00 Passed/Adopted 3/16/00
4/11/00 Sent to Governor
4/20/00 Signed by Governor
656 Act/Veto Number
4/20/00 Effective Date
Version by LC Number
LC 18 0314ER As Introduced

HB 1629                                          LC 18 0314ER 
 
 
 
 
 
 
                        A BILL TO BE ENTITLED 
                               AN ACT 
 
 
  1- 1  To amend Title 10 of the Official Code of Georgia Annotated, 
  1- 2  relating to commerce and trade, so as to revise 
  1- 3  comprehensively the provisions regarding the Seed-Capital 
  1- 4  Fund; to provide definitions; to create the Seed-Capital 
  1- 5  Fund; to authorize expenditures from the fund; to authorize 
  1- 6  the investing of funds with investment entities; to 
  1- 7  authorize the distribution of assets upon the winding up of 
  1- 8  an investment entity; to authorize the distribution of 
  1- 9  assets upon the winding up of an investment entity; to 
  1-10  provide for annual reports; to provide for related matters; 
  1-11  to provide an effective date; to repeal conflicting laws; 
  1-12  and for other purposes. 
 
  1-13       BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA: 
 
  1-14                           SECTION 1. 
 
  1-15  Title 10 of the Official Code of Georgia Annotated, relating 
  1-16  to commerce and trade, is amended by striking in its 
  1-17  entirety Chapter 10, relating to the seed capital fund, 
  1-18  which reads as follows: 
 
 
 
  1-19    10-10-1. 
 
  1-20    As used in this chapter, the term: 
 
  1-21      (1) 'Board' means the Board of Regents of the University 
  1-22      System of Georgia. 
 
  1-23      (2) 'Center' means the Advanced Technology Development 
  1-24      Center described in Code Section 10-10-2. 
 
  1-25      (3) 'Enterprise' means a new corporation or partnership 
  1-26      less than five years old. 
 
  1-27      (4) 'Fund' means the Seed Capital Fund created in Code 
  1-28      Section 10-10-3. 
 
  1-29      (5) 'Incubator' means a facility which leases small 
  1-30      units of space to tenants and which maintains or 
 
 
 
                                 -1- 
 
 
 
  2- 1      provides access to business development services for use 
  2- 2      by the tenants or member firms. 
 
  2- 3      (6) 'Investment partnership' means a limited partnership 
  2- 4      in which the general partner or partners manage the 
  2- 5      funds contributed by the state as a limited partner and 
  2- 6      contributed by other limited and general partners, which 
  2- 7      funds shall be used to make investments in private 
  2- 8      enterprises as provided by this chapter. 
 
  2- 9      (7) 'Qualified security' means any note, stock, treasury 
  2-10      stock bond, debenture, evidence of indebtedness, 
  2-11      certificate of interest or participation in any 
  2-12      profit-sharing agreement, preorganization certificate or 
  2-13      subscription, transferable share, investment contract, 
  2-14      certificate of deposit for a security, certificate of 
  2-15      interest or participation in a patent or application 
  2-16      therefor or in royalty or other payments under such a 
  2-17      patent or application, or, in general, any interest or 
  2-18      instrument commonly known as a security or any 
  2-19      certificate for, receipt for, guarantee of, or option, 
  2-20      warrant, or right to subscribe to or purchase any of the 
  2-21      foregoing. 
 
  2-22      (8) 'Seed capital reserves' or 'reserves' means the 
  2-23      funds of an applicant or investment partnership 
  2-24      contributed by the state from the Seed Capital Fund and 
  2-25      contributed by private investors, which funds shall be 
  2-26      used by the investment partnership to make investments 
  2-27      in private enterprises as provided by this chapter. 
 
  2-28    10-10-2. 
 
  2-29    There is created the Seed Capital Fund to be managed by 
  2-30    the Advanced Technology Development Center which is 
  2-31    administratively attached to the board of regents. 
 
  2-32    10-10-3. 
 
  2-33    (a) The Seed Capital Fund is created as a separate fund in 
  2-34    the state treasury.  The Advanced Technology Development 
  2-35    Center is authorized to recommend expenditures from the 
  2-36    Seed Capital Fund subject to the approval of the board of 
  2-37    regents.  The fund shall be expended only as provided in 
  2-38    this chapter.  All funds appropriated to or otherwise paid 
  2-39    into the fund shall be presumptively concluded to have 
  2-40    been committed to the purpose for which they have been 
  2-41    appropriated or paid and shall not lapse. 
 
 
 
 
                                 -2- 
 
 
 
  3- 1    (b) The fund shall consist of all moneys authorized by law 
  3- 2    for deposit in the fund including but not limited to 
  3- 3    gifts, grants, private donations, and funds by government 
  3- 4    entities authorized to provide funding for the purposes 
  3- 5    authorized for use of the fund and any payments or returns 
  3- 6    on investments made by the center. 
 
  3- 7    (c) In return for investments made from the fund, the 
  3- 8    State of Georgia will receive a limited partner position 
  3- 9    in the investment partnership with rights to income 
  3-10    accruing from profits from investments by the investment 
  3-11    partnership.  Additional returns to the state will be 
  3-12    secured through the establishment and growth of innovative 
  3-13    enterprises which create new, value added products, 
  3-14    processes, and services and encourage growth and 
  3-15    diversification in the economy of the state. 
 
  3-16    (d) After recommending that a disbursement should be made 
  3-17    pursuant to this chapter and after approval of such 
  3-18    disbursement by the board, the center shall forward a 
  3-19    certified copy of the order granting the payment to the 
  3-20    Office of Treasury and Fiscal Services, which shall be 
  3-21    authorized to draw a warrant or warrants upon the fund to 
  3-22    pay the disbursement from such fund. 
 
  3-23    (e) The center, subject to the approval of the board of 
  3-24    regents, shall be authorized to contract and have 
  3-25    contracts and other legal documents prepared to carry out 
  3-26    the provisions of this chapter. 
 
  3-27    (f) The board of regents shall have the authority to issue 
  3-28    additional rules and regulations governing the management 
  3-29    and operation of the Seed Capital Fund as needed. 
 
  3-30    10-10-4. 
 
  3-31    The center may recommend use of the fund to make challenge 
  3-32    investments with eligible applicants which are investment 
  3-33    partnerships following receipt of an application 
  3-34    consistent with the criteria specified in this Code 
  3-35    section.  Investment partnerships which are recipients of 
  3-36    state investments shall not expend any of the funds 
  3-37    awarded unless and until the center has assured itself 
  3-38    that the following conditions hold: 
 
  3-39      (1) Either: 
 
  3-40        (A) At least $3.00 of private investment has been 
  3-41        committed to the proposed seed capital reserves of the 
  3-42        applicant for every $1.00 of the challenge investment 
 
 
                                 -3- 
 
 
 
  4- 1        committed and at least $2 million of total investment, 
  4- 2        including the challenge investment, has been committed 
  4- 3        to the proposed seed capital reserves; or 
 
  4- 4        (B) At least $1.00 of private investment has been 
  4- 5        committed to the proposed seed capital reserves of the 
  4- 6        applicant for every $1.00 of the challenge investment 
  4- 7        committed; at least $1.5 million of total investment, 
  4- 8        including the challenge investment, has been committed 
  4- 9        to the seed capital reserves; and no investment is to 
  4-10        be made from the reserves in a new enterprise without 
  4-11        an equal or greater investment from private sources 
  4-12        other than the reserves in the same enterprise, such 
  4-13        that, in total, at least $3.00 of private investment 
  4-14        has been committed to an individual enterprise for 
  4-15        every $1.00 of challenge investment funds invested; 
 
  4-16      (2) Investments from the seed capital reserves will be 
  4-17      made exclusively in new enterprises located in the State 
  4-18      of Georgia, including, but not limited to, tenants of 
  4-19      incubators.  For the purposes of this Code section, new 
  4-20      enterprises shall not include businesses of a mercantile 
  4-21      nature but shall be characterized as entrepreneurial 
  4-22      firms engaged in innovative work in the areas of 
  4-23      technology, manufacturing, marketing, agriculture, or 
  4-24      information related ventures which will increase the 
  4-25      state's share of domestic or international markets; 
 
  4-26      (3) Total investments in a new enterprise using funds 
  4-27      from seed capital reserves should ordinarily be no more 
  4-28      than $500,000.00.  The investment partnership shall not 
  4-29      make investments in qualified securities issued by 
  4-30      enterprises in excess of the amount necessary to own 
  4-31      more than 49 percent of qualified securities in any one 
  4-32      enterprise at the time such securities are purchased by 
  4-33      the investment partnership, after giving effect to the 
  4-34      conversion of all outstanding convertible qualified 
  4-35      securities of the enterprise; provided, however, that, 
  4-36      in the event of severe financial difficulty of the 
  4-37      enterprise, threatening, in the judgment of the 
  4-38      investment partnership, the investment of the investment 
  4-39      partnership therein, a greater percentage of such 
  4-40      securities may be owned by the investment partnership; 
 
  4-41      (4) The investment partnership shall make authorized 
  4-42      investments in enterprises engaged in new product or 
  4-43      process innovations only after: 
 
 
 
                                 -4- 
 
 
 
  5- 1        (A) Receipt of an application from the enterprise 
  5- 2        which contains: 
 
  5- 3          (i) A business plan including pro forma financial 
  5- 4          statements and a description of the enterprise and 
  5- 5          its management, product, and market; 
 
  5- 6          (ii) A statement of the amount, timing, and 
  5- 7          projected use of the capital required; 
 
  5- 8          (iii) A statement of the potential economic impact 
  5- 9          of the enterprise, including the number, location, 
  5-10          and types of jobs expected to be created; and 
 
  5-11          (iv) Such other information as the center shall 
  5-12          request; 
 
  5-13      (5) Such approval of an investment may be made after the 
  5-14      investment partnership finds, based upon the application 
  5-15      submitted by the enterprise and such additional 
  5-16      investigation as the staff of the investment partnership 
  5-17      shall make and incorporate in its minutes, that: 
 
  5-18        (A) The proceeds of the investment or financial 
  5-19        assistance will be used only to cover the seed capital 
  5-20        needs of the enterprise except as authorized by 
  5-21        paragraph (3) of this Code section; 
 
  5-22        (B) The enterprise has a reasonable chance of success; 
 
  5-23        (C) The investment partnership's participation is 
  5-24        instrumental to the success of the enterprise and its 
  5-25        retention within the state; 
 
  5-26        (D) The enterprise has the reasonable potential to 
  5-27        enhance employment opportunities within the state; 
 
  5-28        (E) The entrepreneur and other founders of the 
  5-29        enterprise have already made or are contractually 
  5-30        committed to make a substantial financial or time 
  5-31        commitment to the enterprise; 
 
  5-32        (F) Any securities to be purchased are qualified 
  5-33        securities or private placement stock; 
 
  5-34        (G) There is a reasonable possibility that the 
  5-35        investment partnership will recoup at least its 
  5-36        initial investment or financial commitment; and 
 
  5-37        (H) Binding commitments have been made to the 
  5-38        investment partnership by the enterprise for adequate 
  5-39        reporting of financial data to the investment 
 
 
 
                                 -5- 
 
 
 
  6- 1        partnership, which shall include a requirement for an 
  6- 2        annual report or, if required by the center, an annual 
  6- 3        audit of the financial and operational records of the 
  6- 4        enterprise, and for such control on the part of the 
  6- 5        investment partnership as the center shall consider 
  6- 6        prudent over the management of the enterprise so as to 
  6- 7        protect the investment or financial commitment of the 
  6- 8        investment partnership, including in the discretion of 
  6- 9        the center and without limitation, right of access to 
  6-10        financial and other records of the enterprise and 
  6-11        membership or representation on the board of directors 
  6-12        of the enterprise; 
 
  6-13      (6) In making investments, including seed capital 
  6-14      investments, the investment partnership shall exercise 
  6-15      the judgment and care under the circumstances then 
  6-16      prevailing that persons of ordinary prudence, 
  6-17      discretion, and intelligence exercise in the management 
  6-18      of their own affairs, not in regard to speculation but 
  6-19      in regard to the permanent disposition of their funds, 
  6-20      considering the probable income as well as the probable 
  6-21      safety of the capital of the partnership seed capital 
  6-22      reserves. All investments of the seed capital reserves 
  6-23      shall be directly related to the creation, retention, or 
  6-24      expansion of employment opportunity and economic growth 
  6-25      in Georgia.  In making seed capital investments, all 
  6-26      other material matters being equal, the investment 
  6-27      partnership shall invest in technological advances that 
  6-28      could be expected to result in the greatest increase in 
  6-29      employment opportunity and economic growth in Georgia; 
  6-30      and 
 
  6-31      (7) The returns on investments made by the investment 
  6-32      partnership which represent state funds shall be 
  6-33      reinvested in seed capital reserves of the investment 
  6-34      partnership or paid to the Seed Capital Fund as 
  6-35      determined by the center with the approval of the board. 
 
  6-36    10-10-5. 
 
  6-37    Upon liquidation of any investment partnership, the 
  6-38    investment partnership or its assignee shall make 
  6-39    arrangements to phase out investments and distribute the 
  6-40    principal and capital gains on investments in proportion 
  6-41    to the number of shares of each investor.  The proceeds 
  6-42    attributable to the State of Georgia will be paid into the 
  6-43    Seed Capital Fund to be disbursed for future investments 
  6-44    as provided in this chapter. 
 
 
                                 -6- 
 
 
 
  7- 1    10-10-6. 
 
  7- 2    The center shall publish an annual report which shall be 
  7- 3    made available to the Governor, the General Assembly, and 
  7- 4    the board setting forth in detail the operations and 
  7- 5    transactions conducted by it pursuant to this chapter. 
  7- 6    The annual report shall specifically account for the ways 
  7- 7    in which the need, mission, and programs of the center 
  7- 8    described in this chapter have been carried out.  The 
  7- 9    center shall distribute its annual report by such means 
  7-10    that will make it widely available to those innovative 
  7-11    enterprises of special importance to the Georgia 
  7-12    economy.", 
 
  7-13  and inserting in its place a new Chapter 10 to read as 
  7-14  follows: 
 
 
 
  7-15    10-10-1. 
 
  7-16    As used in this chapter, the term: 
 
  7-17      (1) 'Board' means the Board of Regents of the University 
  7-18      System of Georgia. 
 
  7-19      (2) 'Center' means the Advanced Technology Development 
  7-20      Center created by the board and acknowledged and 
  7-21      empowered to administer the fund by Article III, Section 
  7-22      IX, Paragraph VI(g) of the Constitution of Georgia. 
 
  7-23      (3) 'Enterprise' means a corporation, partnership, 
  7-24      limited liability company, or other legal entity that is 
  7-25      less than five years old, that has its principal place 
  7-26      of business in this state, and that is engaged in an 
  7-27      entrepreneurial business, including, but not limited to, 
  7-28      tenants of incubators.  For the purposes of this 
  7-29      chapter, an enterprise shall not be considered to be 
  7-30      engaged in an entrepreneurial business unless it is 
  7-31      engaged in innovative work in the areas of technology, 
  7-32      manufacturing, marketing, agriculture, or information 
  7-33      related ventures that will increase the state's share of 
  7-34      domestic or international markets.  An enterprise 
  7-35      engaged primarily in business of a mercantile nature 
  7-36      shall not be considered engaged in an entrepreneurial 
  7-37      business. 
 
  7-38      (4) 'Fund' means the Seed-Capital Fund created in Code 
  7-39      Section 10-10-3. 
 
 
 
 
                                 -7- 
 
 
 
  8- 1      (5) 'Incubator' means a facility that leases small units 
  8- 2      of space to tenants and which maintains or provides 
  8- 3      access to business development services for use by the 
  8- 4      tenants or member firms. 
 
  8- 5      (6) 'Investment entity' means a limited partnership, a 
  8- 6      limited liability company, or other legal entity 
  8- 7      providing limited liability to its owners that is formed 
  8- 8      to receive, in part, an investment by the fund and for 
  8- 9      which a general partner or manager manages the capital 
  8-10      contributions by making investments in qualified 
  8-11      securities of one or more enterprises as permitted by 
  8-12      this chapter and by paying the expenses of the 
  8-13      investment entity. 
 
  8-14      (7) 'Investment entity capital contribution' or 'capital 
  8-15      contribution' means the capital of an investment entity 
  8-16      contributed by the fund, as created in Code Section 
  8-17      10-10-3, and contributed by other investors, which 
  8-18      capital shall be used by the investment entity to make 
  8-19      investments in qualified securities of one or more 
  8-20      enterprises as provided by this chapter and to pay the 
  8-21      expenses of the investment entity but shall not include 
  8-22      any current or accumulated income of the investment 
  8-23      entity. 
 
  8-24      (8) 'Qualified security' means any note, stock, treasury 
  8-25      stock bond, debenture, evidence of indebtedness, 
  8-26      certificate of interest or participation in any 
  8-27      profit-sharing agreement, preorganization certificate or 
  8-28      subscription, transferable share, investment contract, 
  8-29      certificate of deposit for a security, certificate of 
  8-30      interest or participation in a patent or application 
  8-31      therefor or in royalty or other payments under such a 
  8-32      patent or application, or, in general, any interest or 
  8-33      instrument commonly known as a security or any 
  8-34      certificate for, receipt for, guarantee of, or option, 
  8-35      warrant, or right to subscribe to or purchase any of the 
  8-36      foregoing of an enterprise. 
 
  8-37      (9) 'State' means the State of Georgia. 
 
  8-38    10-10-2. 
 
  8-39    There is created the Seed-Capital Fund to be managed by 
  8-40    the center under the authority of the board. 
 
 
 
 
 
                                 -8- 
 
 
 
  9- 1    10-10-3. 
 
  9- 2    (a) The fund is created as a separate fund maintained by 
  9- 3    the board or a body designated by the board and shall be 
  9- 4    expended only as provided in this chapter.  Pending their 
  9- 5    use as capital contributions, the moneys in the fund may 
  9- 6    be invested and reinvested in accordance with the 
  9- 7    investment policies authorized by the board or its 
  9- 8    designee.  The entire cost of administration of the fund, 
  9- 9    including expenses of the center incurred in connection 
  9-10    with the creation, operation, management, liquidation, and 
  9-11    investment of fund moneys in investment entities, may be 
  9-12    paid from the assets of the fund. All moneys appropriated 
  9-13    to or otherwise paid into the fund shall be presumptively 
  9-14    concluded to have been committed to the purpose for which 
  9-15    they have been appropriated or paid and shall not lapse. 
 
  9-16    (b) The fund shall consist of all moneys authorized by law 
  9-17    for deposit in the fund, including, but not limited to, 
  9-18    gifts, grants, private donations, and funds by government 
  9-19    entities authorized to provide funding for the purposes 
  9-20    authorized for use of the fund and any payments or returns 
  9-21    on investments made by the center. 
 
  9-22    (c) In return for capital contributions by the fund, the 
  9-23    state will receive a limited liability ownership in the 
  9-24    investment entity with rights accruing from investments in 
  9-25    qualified securities by an investment entity.  Additional 
  9-26    returns to the state will be secured through the 
  9-27    establishment and growth of innovative enterprises that 
  9-28    create new, value added products, processes, and services 
  9-29    and encourage growth and diversification in the economy of 
  9-30    the state. 
 
  9-31    (d) Disbursements from the fund shall be made upon the 
  9-32    instruction of the center director in accordance with the 
  9-33    policies of the board. 
 
  9-34    (e) The center, subject to the approval of the board or 
  9-35    its designee, shall be authorized to contract and have 
  9-36    contracts and other legal documents prepared to carry out 
  9-37    the provisions of this chapter. 
 
  9-38    (f) The board shall have the authority to issue policies 
  9-39    governing the management and operation of the fund as 
  9-40    needed. 
 
 
 
 
 
                                 -9- 
 
 
 
 10- 1    10-10-4. 
 
 10- 2    The center, subject to the approval of the board or its 
 10- 3    designee, may authorize transfers from the fund to make 
 10- 4    capital contributions to one or more investment entities 
 10- 5    whose structures, purposes, and operations are consistent 
 10- 6    with the criteria specified in this chapter.  Investment 
 10- 7    entities to which the state makes a capital contribution 
 10- 8    shall not expend any of the funds invested by the state 
 10- 9    unless and until the center has assured itself that the 
 10-10    following conditions will be satisfied by such investment 
 10-11    entity: 
 
 10-12      (1) Either: 
 
 10-13        (A) At least $3.00 of capital contributions has been 
 10-14        committed in writing to the investment entity by 
 10-15        persons other than the state for every $1.00 of 
 10-16        capital contribution committed by the state from the 
 10-17        fund to the investment entity; 
 
 10-18        (B) At least $1.00 of capital contributions have been 
 10-19        committed in writing to the investment entity by 
 10-20        persons other than the state for every $1.00 of 
 10-21        capital contribution committed by the state from the 
 10-22        fund to an investment entity; provided, however, no 
 10-23        investment is to be made from such investment entity 
 10-24        in qualified securities without an equal or greater 
 10-25        investment in the same enterprise from sources other 
 10-26        than the investment entity, such that, in total, at 
 10-27        least $3.00 of investment from sources other than the 
 10-28        state, including funds investment by the investment 
 10-29        entity in the enterprise that are other than from 
 10-30        capital contributions made by the state from the fund, 
 10-31        have been committed to such enterprise for every $1.00 
 10-32        of the state's portion of the amount invested in the 
 10-33        qualified securities of such enterprise; 
 
 10-34      (2) The total amount of capital contributions by the 
 10-35      state made to an investment entity that originate from 
 10-36      the fund and that are ultimately invested by an 
 10-37      investment entity in qualified securities of an 
 10-38      enterprise should ordinarily be no more than 
 10-39      $500,000.00.  In addition, the amount of investment by 
 10-40      an investment entity in qualified securities issued by 
 10-41      an enterprise should ordinarily not represent more than 
 10-42      49 percent of the total qualified securities at the time 
 10-43      such qualified securities are purchased by the 
 
 
 
                                 -10- 
 
 
 
 11- 1      investment entity, after giving effect to the conversion 
 11- 2      of all outstanding convertible qualified securities of 
 11- 3      the enterprise; provided, however, that the investment 
 11- 4      in qualified securities of the enterprise by the 
 11- 5      investment entity can exceed 49 percent if, in the 
 11- 6      investment entity's judgment exercised in accordance 
 11- 7      with paragraph (5) of this Code section, such greater 
 11- 8      investment is prudent, and provided, further, that an 
 11- 9      amount greater than $500,000.00 of funds attributable to 
 11-10      capital contribution by the state from the fund may be 
 11-11      invested by the investment entity in qualified 
 11-12      securities of an enterprise if the enterprise is in 
 11-13      severe financial difficulty and, in the judgment of the 
 11-14      investment entity, an investment of such greater amount 
 11-15      is necessary to preserve the initial investment in 
 11-16      qualified securities; 
 
 11-17      (3) The investment entity shall make authorized 
 11-18      investments in enterprises engaged in an entrepreneurial 
 11-19      business only after receipt of an application from the 
 11-20      enterprise that contains: 
 
 11-21        (A) A business plan including pro forma financial 
 11-22        statements and a description of the enterprise and its 
 11-23        management, product, and market; 
 
 11-24        (B) A statement of the amount, timing, and projected 
 11-25        use of the capital required; 
 
 11-26        (C) A statement of the potential economic impact of 
 11-27        the enterprise, including the number, location, and 
 11-28        types of jobs expected to be created; and 
 
 11-29        (D) Such other information as the investment entity 
 11-30        shall request; 
 
 11-31      (4) Approval of an investment may be made after the 
 11-32      investment entity finds, based upon the application 
 11-33      submitted by the enterprise and such additional 
 11-34      investigation as the staff of the investment entity 
 11-35      shall make and incorporate in its records, that: 
 
 11-36        (A) The proceeds of the investment or financial 
 11-37        assistance will be used only to cover the seed capital 
 11-38        needs of the enterprise except as authorized by 
 11-39        paragraph (2) of this Code section; 
 
 11-40        (B) The enterprise has a reasonable chance of success; 
 
 11-41        (C) The investment entity's participation is 
 
 
 
                                 -11- 
 
 
 
 12- 1        instrumental to the success of the enterprise and its 
 12- 2        retention within the state; 
 
 12- 3        (D) The enterprise has the reasonable potential to 
 12- 4        enhance employment opportunities within the state; 
 
 12- 5        (E) The entrepreneur and other founders of the 
 12- 6        enterprise have already made or are contractually 
 12- 7        committed to make a substantial financial or time 
 12- 8        commitment to the enterprise; 
 
 12- 9        (F) Any securities to be purchased are qualified 
 12-10        securities; 
 
 12-11        (G) There is a reasonable possibility that the 
 12-12        investment entity will recoup at least its initial 
 12-13        investment or financial commitment; and 
 
 12-14        (H) Binding commitments have been made to the 
 12-15        investment entity by the enterprise for adequate 
 12-16        reporting of financial data to the investment entity, 
 12-17        which shall include a requirement for an annual report 
 12-18        or, if required by the investment entity, an annual 
 12-19        audit of the financial and operational records of the 
 12-20        enterprise, and for such control on the part of the 
 12-21        investment entity as considered prudent, over the 
 12-22        management of the enterprise so as to protect the 
 12-23        investment or financial commitment of the investment 
 12-24        entity, including in the discretion of the entity and 
 12-25        without limitation, right of access to financial and 
 12-26        other records of the enterprise and membership or 
 12-27        representation on the board of directors of the 
 12-28        enterprise; 
 
 12-29      (5) The governing agreement of the investment entity 
 12-30      provides that the care and judgment that management of 
 12-31      the investment entity must exercise in the performance 
 12-32      of its obligations shall be the judgment and care under 
 12-33      the circumstances then prevailing and that persons of 
 12-34      ordinary prudence, discretion, and intelligence exercise 
 12-35      in the management of risk capital intended for 
 12-36      investment at the early stages of organization and 
 12-37      growth of a business that are: 
 
 12-38        (A) Expected to create, retain, or extend employment 
 12-39        opportunities and economic growth in Georgia; and 
 
 12-40        (B) All other material matters being equal, developing 
 12-41        technological advances that could be expected to 
 
 
 
                                 -12- 
 
 
 
 13- 1        result in the greatest increase in employment 
 13- 2        opportunity and economic growth in Georgia; and 
 
 13- 3      (6) The governing agreement of the investment entity 
 13- 4      provides for distributions made by the investment entity 
 13- 5      to its partners or members  that are proportionate to 
 13- 6      the capital committed or otherwise reflective of the 
 13- 7      ownership interests purchased by the partners or 
 13- 8      members. 
 
 13- 9    10-10-5. 
 
 13-10    All distributions made by an investment entity allocable 
 13-11    to the state's limited partner interest or membership 
 13-12    interest therein shall be deposited in the fund for future 
 13-13    investment in other investment entities or to pay the cost 
 13-14    of administration of the fund as provided in this chapter. 
 
 13-15    10-10-6. 
 
 13-16    The center, on behalf of the board, shall publish an 
 13-17    annual report which shall be made available to the 
 13-18    Governor, the General Assembly, and the board setting 
 13-19    forth in detail the operations and transactions conducted 
 13-20    by it pursuant to this chapter.  The annual report shall 
 13-21    specifically account for the ways in which the need, 
 13-22    mission, and programs of the center described in this 
 13-23    chapter have been carried out.  The center shall 
 13-24    distribute its annual report by such means that will make 
 13-25    it widely available to those innovative enterprises of 
 13-26    special importance to the Georgia economy." 
 
 13-27                           SECTION 2. 
 
 13-28  This Act shall become effective upon its approval by the 
 13-29  Governor or upon its becoming law without such approval. 
 
 13-30                           SECTION 3. 
 
 13-31  All laws and parts of laws in conflict with this Act are 
 13-32  repealed. 
 
 
 
 
 
 
 
 
 
 
 
 
                                 -13- 

Clerk of the House
Robert E. Rivers, Jr., Clerk
Last Updated on 04/27/00