SECTION 150:65-1-13. Combination

(a)   Combination means combination of corporations which have a central parent corporation which makes corporate management decisions such as those involving consolidation, acquisition, merger or expansion. [68:3603(A) (8) (a)]. Such combinations shall include:

(1)   Subsidiary controlled group. One or more chains of corporations connected through stock ownership by a common corporation if:

(A)   Stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote or at least 80 percent of the total value of shares of all classes of stock of each of the corporations, except the common corporation, is owned by one or more of the other corporations; and

(B)   The common corporation owns stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote or at least 80 percent of total value of shares of all classes of stock of at least one of the other corporations, excluding, in computing such voting power or value, stock owned directly by such other corporations.

(2)   Brother-sister controlled group. Two or more corporations if 5 or fewer persons who are individuals, estates, or trusts owns stock possessing:

(A)   At least 80 percent of the total combined voting power of all classes of stock entitled to vote or at least 80 percent of the total value of shares of all classes of the stock of each corporation, and

(B)   More than 50 percent of the total combined voting power of all classes of stock entitled to vote or more than 50 percent of the total value of shares of all classes of stock of each corporation taking into account the stock ownership of each person only to the extent such stock ownership is identical with respect to each such corporation.

(3)   Combined group. Three or more corporations each of which is a member of a group of corporations described in (1) and (2) of this subsection and one of which:

(A)   Is a common corporation included in a group of corporations described in (1) of this subsection and also

(B)   Is included in a group of corporations described in (2) of this subsection.

(b)   The corporations may combine payrolls to reach the payroll threshold for new direct jobs necessary to qualify as an establishment. All corporations in the combination must qualify as a basic industry, individually unless the ad valorem division of the Commission has determined a group or combination of corporations is a vertically integrated or "closed loop" of manufacturers or processors together with all operations used in or necessarily incident to the conduct of the manufacturing activity (See O.A.C. 710:10-7-8 and OTC Order 91-04-26-005). In that event, the Department shall recognize all such corporations as eligible to be in the combination.

(c)   A corporation that is part of any combination presently a participant in the Quality Jobs Program may not be a member of any other combination except that a corporation may reapply in combination only with one or more of the corporations it is presently joined with as a participant in the Quality Jobs Program. An individual corporation in a combination may reapply in accordance with rule 150:65-1-11.

(d)   The Department may qualify other combinations based on control and ownership factors on a case-by-case basis that are similar to and in keeping with this section.

(e)   If the nature of the establishment's description of way of doing business, description of internal policies or practices, or other such factors so indicate, and in order to avoid job-shifting, likelihood of failure to meet threshold payroll requirements timely, or other similar concerns, the Department may require an applicant to apply in combination if it could so qualify under this section.

(f)   The Department may require deletion or addition of entities regarding each combination depending upon lines of business and relationships and status as a basic industry.

(g)   Signatories for the incentive contract for a combination shall be officers of the common corporation or at least three owners of stock as required in (2) of subsection (a) of this section or both, if applicable.

(h)   When dealing with qualifying a combination, the entire corporation shall be included. No subunits or auxiliaries may be excluded.

[Source: Added at 12 Ok Reg 19, eff 9-29-94 (emergency); Added at 12 Ok Reg 1339, eff 5-25-95; Amended at 22 Ok Reg 1049, eff 5-26-05]