Florida Senate - 2008 COMMITTEE AMENDMENT
Bill No. SB 850
475100
Senate
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House
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The Committee on Commerce (Saunders) recommended the following
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amendment:
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Senate Amendment (with title amendment)
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Delete everything after the enacting clause
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and insert:
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Section 1. Part XIII of chapter 288, Florida Statutes,
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consisting of section 288.991, is created to read:
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288.991 New Markets Tax Credit.--
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(1) PURPOSE.--The New Markets Tax Credit program is
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established to encourage capital investment in rural and urban
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low-income communities by allowing state taxpayers to receive
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future credit against specified state taxes by investing in
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community development entities that make quality equity
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investments in qualified active low-income community businesses
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that create jobs by leveraging credit available from the federal
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New Markets Tax Credit Program.
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(2) DEFINITIONS.--As used in this section, the term:
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(a) "Adjusted purchase price" means the product of the
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amount paid at issuance for a qualified equity investment and a
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fraction of which:
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1. The numerator is the dollar amount of qualified
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low-income community investments made in this state from the
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issuance of a qualified equity investment held by a qualified
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community development entity on the applicable credit allowance
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date; and
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2. The denominator is the total dollar amount of qualified
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low-income community investments made from the issuance of a
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qualified equity investment held by a qualified community
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development entity on the applicable credit allowance date.
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(b) "Credit allowance date" means:
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1. The first anniversary of the date that a qualified
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equity investment is initially made; and
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2. Each of the six subsequent anniversaries of that date.
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(c) "Department" means the Department of Revenue.
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(d) "Long-term debt security" means a debt instrument
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issued by a qualified community development entity, at par value
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or a premium, having an original maturity date of at least 7
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years from the date of issuance, with no acceleration for
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repayment, amortization, or prepayment features before its
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original maturity date and having no distribution, payment, or
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interest features related to the profitability of the qualified
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community development entity or the performance of the entity's
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investment portfolio. This paragraph does not limit the holder's
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ability to accelerate payments on the debt instrument in
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situations where the qualified community development entity has
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defaulted on covenants designed to ensure compliance with this
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section or s. 45D of the Internal Revenue Code of 1986, as
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amended.
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(e) "Low-income community" means any population census
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tract within the state where:
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1. The federal individual poverty rate is at least 20
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percent; or
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2. In the case of a tract that is:
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a. Not located within a metropolitan area, the median
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family income does not exceed 80 percent of the statewide median
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family income; or
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b. Located within a metropolitan area, the median family
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income does not exceed 80 percent of the greater of the
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statewide median family income or the metropolitan area median
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income.
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(f) "Office" means the Office of Tourism, Trade, and
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Economic Development.
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(g) "Qualified active low-income community business" has
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the same meaning as in s. 45D of the Internal Revenue Code of
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1986, as amended, but excludes any trade or business:
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1. That derives or projects to derive 15 percent or more
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of its annual revenue from the rental or sale of real estate;
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2. That engages predominantly in the development or
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holding of intangibles for sale or license;
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3. That operates a private or commercial golf course,
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country club, massage parlor, hot tub facility, suntan facility,
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racetrack, or other facility used for gambling, or a store the
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principal business of which is the sale of alcoholic beverages
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for consumption off premises; and
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4. The principal activity of which is farming if the sum
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of the aggregate unadjusted bases or the fair market value of
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the assets owned by the business which are used in such trade or
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business, whichever is greater, and the aggregate value of the
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assets leased by the business used in such trade or business
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exceeds $500,000. For the purposes of this subparagraph, two or
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more trades or businesses are treated as a single trade or
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business.
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A business shall be considered a qualified active low-income
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community business for the duration of the qualified community
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development entity's investment in or loan to the business if
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the entity reasonably expects, at the time it makes the
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investment or loan that the business will continue to satisfy
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the requirements of being a qualified active low-income
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community business throughout the entire period of the
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investment or loan. The subsequent insolvency, including
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reorganization or liquidation in bankruptcy, receivership,
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winding up, or dissolution of a business does not disqualify the
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business from being a qualified active low-income community
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business if all other requirements of this section continue to
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be met.
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(h) "Qualified community development entity" means an
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entity that is certified as a qualified community development
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entity by the Community Development Financial Institutions Fund
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of the United States Department of the Treasury pursuant to s.
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45D of the Internal Revenue Code of 1986, as amended, and that
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has entered into an allocation agreement with the fund with
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respect to tax credits authorized by section 45D, and includes
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this state within the service area set forth in the agreement.
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(i) "Qualified equity investment" means an equity
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investment or long-term debt security issued by a qualified
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community development entity which:
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1. Is acquired on or after July 1, 2008, solely in
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exchange for cash at the time of its original issuance;
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2. Has at least 85 percent of its cash purchase price used
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by the qualified community development entity to make qualified
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low-income community investments within the 12-month period
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beginning on the date the cash is paid by the purchaser to the
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entity; and
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3. Is certified by the Office of Tourism, Trade, and
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Economic Development as a qualified equity investment pursuant
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to this section.
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(j) "Qualified low-income community investment" means a
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capital or equity investment in or loan to a qualified active
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low-income community business which is made after July 1, 2008.
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The maximum amount of debt or equity issued by any one qualified
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active low-income community business on a collective basis with
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all of its affiliates, which may be included in the calculation
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of the numerator described in paragraph (a), is $10 million,
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whether the investment is issued to one or more qualified
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community development entities.
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(3) QUALIFIED EQUITY INVESTMENTS.--
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(a) The office shall designate a comprehensive list of
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industries using the North American Industry Classification
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System, in consultation with Enterprise Florida, Inc., that will
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be used to direct investments for this program. The industries
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listed should lead to strong positive impacts on or benefits to
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the state and regional economies. The office shall submit a copy
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of the list to the President of the Senate and the Speaker of
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the House of Representatives upon completion of the list and any
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further modifications.
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(b) A qualified community development entity that seeks to
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have an equity investment or long-term debt security designated
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as a qualified equity investment and eligible for tax credits
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under this section shall apply to the office. The qualified
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community development entity must submit an application on a
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form that the office prescribes, and that includes, but need not
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be limited to:
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1. The name, address, tax identification number of the
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entity, and evidence of the entity's certification as a
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qualified community development entity;
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2. A copy of the allocation agreement executed by the
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entity and the Community Development Financial Institutions
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Fund;
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3. A certificate executed by an executive officer of the
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entity attesting that the allocation agreement remains in effect
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and has not been revoked or cancelled by the Community
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Development Financial Institutions Fund;
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4. A description of the proposed amount, structure, and
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purchaser of the equity investment or long-term debt security;
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5. The name and tax identification number of any taxpayer
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eligible to redeem tax credits earned as a result of the
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issuance of the qualified equity investment;
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6. Information regarding the proposed use of proceeds from
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the issuance of a qualified equity investment, which must
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include the types of qualified active low-income community
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businesses that will be funded and an estimate of the percentage
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of qualified low-income community investments that will be made
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statewide;
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7. A statement setting forth the entity's plans to invest
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in only those entities engaged in industries identified for this
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program by the office;
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8. A statement setting forth the entity's plans for the
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development of relationships with community-based organizations,
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local community development offices and organizations, and
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economic development organizations, as well as any steps the
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entity has taken to implement these relationships; and
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9. A nonrefundable application fee of $1,000 per
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application submitted.
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(c) Within 30 days after receipt of a completed
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application containing the information necessary for the office
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to certify a potential qualified equity investment, including
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payment of the application fee, the office shall grant or deny
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the application in full or in part. If the office denies any
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part of the application, it shall inform the qualified community
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development entity of the grounds for the denial. If the
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qualified community development entity fails to provide the
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information or complete its application within the 15-day
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period, the application remains denied and must be resubmitted
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in full with a new submission date.
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(d) If an application is deemed complete, the office may
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certify the proposed equity investment or long-term debt
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security as a qualified equity investment and eligible for tax
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credits under this section. The office shall provide written
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notice of the certification to the qualified community
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development entity and the department. The notice must include
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the maximum amount of tax credits that may be earned from the
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issuance of the qualified equity investment, which shall be
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calculated with reference to the estimate of the percentage of
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qualified low-income community investments made in this state by
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the qualified community development entity included in the
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application, and the names of those taxpayers who are eligible
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to redeem the credits and their respective credit amounts. The
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office shall certify qualified equity investments in the order
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applications are received. Applications received on the same day
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shall be deemed to have been received simultaneously.
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(e) Once the office has certified qualified equity
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investments that, on a cumulative basis, are eligible for $105
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million in tax credits, of which no more than $15 million may be
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claimed per state fiscal year exclusive of tax credits carried
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forward, and on or after June 30, 2015, the office may not
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certify any more qualified equity investments. If a pending
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request cannot be fully certified, the office shall certify the
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portion that may be certified unless the qualified community
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development entity elects to withdraw its request rather than
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receive partial credit.
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(f) Within 30 days after receiving notice of
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certification, the qualified community development entity shall
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issue the qualified equity investment and receive cash in the
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amount of the certified amount. The qualified community
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development entity must provide the office with evidence of the
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receipt of the cash investment within 10 business days after
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receipt. If the qualified community development entity does not
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receive the cash investment and issue the qualified equity
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investment within 30 days following receipt of the certification
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notice, the certification lapses and the entity may not issue
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the qualified equity investment without reapplying to the office
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for certification. A certification that lapses reverts back to
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the office and must be reissued in accordance with the
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application process outlined in this subsection.
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(4) TAX CREDITS.--
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(a) A taxpayer that makes a qualified equity investment
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earns a vested tax credit against taxes imposed by s. 220.11 or
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s. 624.509. The taxpayer or a subsequent holder of the qualified
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equity investment on the credit allowance date of the qualified
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equity investment may use a portion of the vested tax credit
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equal to 8.33 percent of the adjusted purchase price of the
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qualified equity investment during the calendar year in which
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the credit allowance date falls.
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(b) A taxpayer's cash investment in a qualified equity
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investment is considered a qualified low-income community
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investment only to the extent that the cash is invested within
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the 12-month period beginning on the date the cash is paid by
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the taxpayer to the community development entity.
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(c) A taxpayer may not redeem any portion of a tax credit
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in a tax year in which the tax credit exceeds the taxpayer's
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state tax liability for the tax year. Such portion may be
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carried forward for use in a subsequent tax year; however, all
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unused tax credits expire on December 31, 2029.
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(d) A tax credit authorized under this section is not
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refundable or transferable. However, if a qualified equity
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investment is transferred, any unused tax credits transfer with
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the investment. Tax credit amounts, including any carryover
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amounts, from credit allowance dates before the date of transfer
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do not transfer with the qualified equity investment. Tax
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credits earned by a partnership, limited liability company, S
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corporation, or other pass-through entity may be allocated to
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the partners, members, or shareholders of such entity for direct
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redemption in accordance with any agreement between the
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partners, members, or shareholders.
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(e) Tax credits for taxpayers who are insurance companies
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subject to the insurance premium tax under s. 624.509 must be
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claimed against the insurance premium tax. An insurance company
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claiming a credit against the insurance premium tax is not
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required to pay any additional retaliatory tax levied pursuant
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to s. 624.5091. Because credits under this section are available
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to an insurance company, s. 624.5091 does not limit such credit
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in any manner.
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(5) CALCULATION OF CREDIT.--
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(a) Within 30 days after each credit allowance date, each
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qualified community development entity shall submit to the
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office the following with respect to each qualified equity
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investment issued by the entity:
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1. A listing, certified by an executive officer of the
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entity, of all qualified low-income community investments made
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by the entity from the proceeds of a qualified equity investment
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and held as of the credit allowance date, which must include the
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name of each qualified active low-income community business
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funded, the location of the principal office of each such
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business, the type of business, the amount of the qualified low-
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income community investment in each business, and the total of
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qualified low-income community investments by all community
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development entities in each business;
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2. Bank records, records of wire transfers of funds, or
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other similar documents that reflect the investments listed
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above;
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3. A calculation, certified by the chief financial or
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accounting officer of the entity, of the amount of qualified
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low-income community investments made in this state using
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proceeds from the issuance of the qualified equity investment
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held by the entity as of the credit allowance date, and the
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total qualified low-income community investments made using
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proceeds of the issuance of the qualified equity investment held
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by the entity on the credit allowance date. In making this
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calculation, an investment shall be deemed to be held by a
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qualified community development entity even if the investment
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has been sold or repaid if the entity reinvests an amount equal
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to the capital returned to or recovered from the original
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investment, exclusive of any profits realized, in another
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qualified low-income community investment within 12 months after
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receipt of such capital. An entity is not required to reinvest
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capital returned from a qualified low-income community
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investment after the sixth anniversary of the issuance of the
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qualified equity investment for which the proceeds were used to
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make the qualified low-income community investment, and the
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qualified low-income community investment shall be deemed to be
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held by the entity through the seventh anniversary of the
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qualified equity investment's issuance;
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4. An attestation from the entity's chief financial or
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accounting officer that no redemption or principal payment was
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made with respect to the qualified equity investment since the
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previous credit allowance date; and
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5. Any information relating to the recapture of any
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federal tax credits available with respect to a qualified equity
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investment which the entity received since the prior credit
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allowance date.
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(b) Within 20 days after receipt of the information listed
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in paragraph (a), the office shall certify in writing to the
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qualified community development entity and to the department the
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amount of credit that is eligible for use for the credit
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allowance date. The notice must include a listing of those
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taxpayers that are eligible to redeem the tax credit for the
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credit allowance date.
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(6) AUDIT AND RECAPTURE.--
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(a) A qualified community development entity that receives
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an annual allocation of tax credits in an amount equal to or in
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excess of $500,000 shall be treated as a recipient and required
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to participate in a state single audit pursuant to s. 215.97.
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The office shall be deemed the state awarding agency and
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coordinating agency. In addition to the required financial
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reporting package, the audit must attest to the entity's
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adherence to the performance conditions enumerated in this
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section as they relate to the recapture of the tax credit under
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paragraph (b). Taxpayers that are not qualified community
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development entities may not be treated as subrecipients or
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otherwise required to participate in the state single audit
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program since such persons do not control adherence to the
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performance standards of this program.
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(c) The office shall disqualify a qualified community
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development entity from receiving additional Florida markets tax
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credits if more than 50 percent of qualified equity investments
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during the first 3 years of operation become insolvent,
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reorganized, or liquidated in bankruptcy, receivership, winding
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up, or dissolved. In addition, the office shall recapture 50
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percent of all credits issued to such qualified community
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development entity.
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(b) The office shall order recapture of any tax credit
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authorized under this section with respect to a qualified equity
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investment if:
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1. Any amount of any federal tax credit which is eligible
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for a tax credit under this section is recaptured under s. 45D
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of the Internal Revenue Code of 1986, as amended;
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2. The qualified community development entity is not
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deemed to be a qualified community development entity under the
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federal New Markets Tax Credit Program;
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3. The qualified community development entity redeems or
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makes a principal repayment before the seventh anniversary of
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the issuance of the qualified equity investment;
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4. The qualified community development entity fails to
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make qualified low-income community investments in qualified
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active low-income community businesses;
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5. The qualified community development entity fails to
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maintain at least 85 percent of the proceeds of the qualified
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equity investment in qualified low-income community investments
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at any time before the seventh anniversary of the issuance of
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the qualified equity investment and remains in compliance with
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subparagraph (2)(i)2.;
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6. The qualified community development entity fails to
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provide to the office and the department any of the information
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or reports required by this section; or
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7. The office determines as a result of a state single
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audit or an examination by the office that a taxpayer received
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tax credits pursuant to this section to which the taxpayer was
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not entitled.
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(c) The office shall provide notice to the qualified
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community development entity and to the department of any
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proposed recapture of tax credits pursuant to this subsection.
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The entity shall have 90 days to cure any deficiency indicated
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in the office's original recapture notice and avoid such
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recapture. If the entity fails or is unable to cure such
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deficiency within the 90-day period, the office shall provide
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the entity and the department with a final order of recapture.
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The qualified community development entity is responsible for
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providing copies of the final order of recapture to taxpayers
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owning the tax credits at issue.
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(d) Any tax credit for which a final recapture order has
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been issued shall be recaptured by the department from the
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taxpayer who claimed the tax credit on a tax return, or in the
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case of multiple succeeding entities, in the order of tax-credit
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succession, and such funds shall be paid into the General
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Revenue Fund. Such action by the department does not constitute
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an audit or otherwise alter the department's ability to audit
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the taxpayer.
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(7) ANNUAL REPORTING.--
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(a) Within 120 days after the end of a calendar year that
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includes a credit allowance date, each community development
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entity that has an equity investment or long-term debt security
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certified as a qualified equity investment under this section
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shall provide the office with:
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1. The entity's annual financial statements for the
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immediately preceding calendar year, audited by an independent
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certified public accountant;
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2. Using the North American Industry Classification System
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Code, the types of businesses funded, the counties where the
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qualified active low-income community businesses are located,
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the dollars invested, and the number of jobs created and
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retained by qualified active low-income community businesses
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funded in a form satisfactory to the office;
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3. A statement describing the relationships that the
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entity has established with community-based organizations, local
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community development offices and organizations, and economic
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development organizations, and a summary of the outcomes
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resulting from those relationships; and
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4. Other information as prescribed by the office and
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documentation to demonstrate continued certification by the
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federal program.
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(b) The office shall prepare an annual report of all
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qualified low-income community investments made in this state
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from the proceeds of qualified equity investments which includes
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relevant statistics from the North American Industry
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Classification System Code, the county or counties where the
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qualified low-income community investments are located, the
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dollars invested, the number of jobs created and retained by
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business in which qualified low-income community investments
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have been made, and the value of applicable state tax credits
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claimed for the latest year for which such information is
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available. The office shall submit a copy to the Governor, the
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President of the Senate, and the Speaker of the House of
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Representatives each July 1, beginning in 2010, and may post the
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annual report on the office's website.
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(8) EXAMINATION.--
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(a) The office may conduct examinations to verify that tax
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credits under this section have been received and applied
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according to the requirements of this section and to verify
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information provided by qualified community development entities
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to the office.
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(b) The office may revoke or modify any written decision
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qualifying, certifying, or otherwise granting eligibility for
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tax credits under this section if it is discovered that the
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qualified community development entity submitted any false
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statement, representation, or certification in any application,
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record, report, plan, or other document filed in an attempt to
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receive the tax credits.
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(c) A qualified community development entity that submits
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information under this section which includes fraudulent
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information is liable for reimbursement of the reasonable costs
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and fees associated with the review, processing, investigation,
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and prosecution of the fraudulent claim plus a penalty in an
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amount double the credit amount certified and claimed by the
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holders of the entity's qualified equity investments, which
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penalty is in addition to any criminal penalty to which the
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taxpayer is liable for the same acts.
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(9) RULEMAKING AUTHORITY.--
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(a) The office may adopt rules pursuant to ss. 120.536(1)
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and 120.54 to administer this section.
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(b) The department may adopt rules pursuant to ss.
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120.536(1) and 120.54 to administer this section.
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(10) EXPIRATION.--This section expires December 31, 2021.
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Section 2. Subsection (8) of section 220.02, Florida
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Statutes, is amended to read:
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220.02 Legislative intent.--
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(8) It is the intent of the Legislature that credits
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against either the corporate income tax or the franchise tax be
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applied in the following order: those enumerated in s. 631.828,
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those enumerated in s. 220.191, those enumerated in s. 220.181,
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those enumerated in s. 220.183, those enumerated in s. 220.182,
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those enumerated in s. 220.1895, those enumerated in s. 221.02,
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those enumerated in s. 220.184, those enumerated in s. 220.186,
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those enumerated in s. 220.1845, those enumerated in s. 220.19,
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those enumerated in s. 220.185, those enumerated in s. 220.187,
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those enumerated in s. 220.192, and those enumerated in s.
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220.193, and those enumerated in s. 288.991.
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Section 3. Paragraph (a) of subsection (1) of section
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220.13, Florida Statutes, is amended to read:
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220.13 "Adjusted federal income" defined.--
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(1) The term "adjusted federal income" means an amount
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equal to the taxpayer's taxable income as defined in subsection
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(2), or such taxable income of more than one taxpayer as
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provided in s. 220.131, for the taxable year, adjusted as
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follows:
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(a) Additions.--There shall be added to such taxable
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income:
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1. The amount of any tax upon or measured by income,
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excluding taxes based on gross receipts or revenues, paid or
482
accrued as a liability to the District of Columbia or any state
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of the United States which is deductible from gross income in
484
the computation of taxable income for the taxable year.
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2. The amount of interest which is excluded from taxable
486
income under s. 103(a) of the Internal Revenue Code or any other
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federal law, less the associated expenses disallowed in the
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computation of taxable income under s. 265 of the Internal
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Revenue Code or any other law, excluding 60 percent of any
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amounts included in alternative minimum taxable income, as
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defined in s. 55(b)(2) of the Internal Revenue Code, if the
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taxpayer pays tax under s. 220.11(3).
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3. In the case of a regulated investment company or real
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estate investment trust, an amount equal to the excess of the
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net long-term capital gain for the taxable year over the amount
496
of the capital gain dividends attributable to the taxable year.
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4. That portion of the wages or salaries paid or incurred
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for the taxable year which is equal to the amount of the credit
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allowable for the taxable year under s. 220.181. This
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subparagraph shall expire on the date specified in s. 290.016
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for the expiration of the Florida Enterprise Zone Act.
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5. That portion of the ad valorem school taxes paid or
503
incurred for the taxable year which is equal to the amount of
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the credit allowable for the taxable year under s. 220.182. This
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subparagraph shall expire on the date specified in s. 290.016
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for the expiration of the Florida Enterprise Zone Act.
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6. The amount of emergency excise tax paid or accrued as a
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liability to this state under chapter 221 which tax is
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deductible from gross income in the computation of taxable
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income for the taxable year.
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7. That portion of assessments to fund a guaranty
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association incurred for the taxable year which is equal to the
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amount of the credit allowable for the taxable year.
514
8. In the case of a nonprofit corporation which holds a
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pari-mutuel permit and which is exempt from federal income tax
516
as a farmers' cooperative, an amount equal to the excess of the
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gross income attributable to the pari-mutuel operations over the
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attributable expenses for the taxable year.
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9. The amount taken as a credit for the taxable year under
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s. 220.1895.
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10. Up to nine percent of the eligible basis of any
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designated project which is equal to the credit allowable for
523
the taxable year under s. 220.185.
524
11. The amount taken as a credit for the taxable year
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under s. 220.187.
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12. The amount taken as a credit for the taxable year
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under s. 220.192.
528
13. The amount taken as a credit for the taxable year
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under s. 220.193.
530
14. Any portion of a qualified equity investment, as
531
defined in s. 288.991, which is claimed as a deduction by the
532
taxpayer for the purpose of calculating the taxpayer's net
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income.
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Section 4. Subsection (19) is added to section 213.053,
535
Florida Statutes, to read:
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213.053 Confidentiality and information sharing.--
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(19) Information relative to tax credits taken by a
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taxpayer under s. 288.991 may be disclosed to the Office of
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Tourism, Trade, and Economic Development or its employees or
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agents that have been identified in writing by the office to the
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department for use in performance of their official duties. All
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information so obtained is subject to the same confidentiality
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as imposed on the department.
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Section 5. This act shall take effect July 1, 2008, and
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applies to tax years ending after December 31, 2008.
546
547
================ T I T L E A M E N D M E N T ================
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And the title is amended as follows:
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Delete everything before the enacting clause
550
and insert:
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A bill to be entitled
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An act relating to corporate income tax credits; creating
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part XIII of ch. 288, F.S., consisting of s. 288.991,
554
F.S.; creating the New Markets Tax Credit Program;
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providing definitions; authorizing the Office of Tourism,
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Trade, and Economic Development to develop a list of
557
industries, in consultation with Enterprise Florida, Inc.,
558
in which equity investments can be made; qualify certain
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equity investments as eligible for tax credits; providing
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an application process; requiring an application fee;
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providing for the certification of an investment;
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providing for notice to the applicant and the Department
563
of Revenue; providing for a limit on the amount of
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investments the office may certify; requiring the
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certified equity investments to be issued within a certain
566
timeframe; providing that a taxpayer who holds a qualified
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equity investment in a qualified low-income business on
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the credit allowance date of the investment is entitled to
569
a nonrefundable, nontransferable tax credit for the
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taxable year in which the credit allowance date falls;
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limiting the amount of the tax credit that may be redeemed
572
in a fiscal year; authorizing a taxpayer to carry over any
573
amount of the tax credit that the taxpayer is prohibited
574
from redeeming in a taxable year to a subsequent taxable
575
year; providing for the redemption of tax credits earned
576
by certain business entities and by the partners, members,
577
or shareholders of those entities; specifying how tax
578
credits may be claimed by insurance companies; providing
579
how the amount of tax credits available to the taxpayer
580
will be calculated; requiring the calculations to be
581
certified and accompanied by audited financial statements
582
and notarized affidavits; requiring the office to
583
disqualify community development entities under certain
584
circumstances; requiring the department to recapture tax
585
credits from certain taxpayers under certain
586
circumstances; requiring notice; requiring community
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development entities that have certified investments to
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report certain information to the office; requiring the
589
office to prepare annual reports on low-income community
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investments made in this state; authorizing the department
591
to conduct examinations to verify receipt and application
592
of tax credits; authorizing the department to pursue
593
recovery of certain funds; authorizing the office to
594
revoke or modify certain decisions relating to eligibility
595
for tax credits under certain circumstances; providing for
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applicant liability for costs and fees relating to
597
investigations of fraudulent claims; providing for
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taxpayer liability for reimbursement of fraudulently
599
claimed tax credits; providing a penalty; authorizing the
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office and the department to adopt rules; providing for
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future repeal of the tax credit program; amending s.
602
220.02, F.S.; revising legislative intent with respect to
603
the order of tax credits to include the New Markets Tax
604
Credit; amending s. 220.13, F.S.; revising a definition;
605
amending s. 213.053, F.S.; authorizing the Department of
606
Revenue to share confidential taxpayer information with
607
the Office of Tourism, Trade, and Economic Development;
608
providing for application of the tax credit; providing an
609
effective date.
3/12/2008 4:21:00 PM 577-04889-08
CODING: Words stricken are deletions; words underlined are additions.