Are Your Docs All in a Row? Navigating the SBA Certification Process

In January 2023 we highlighted the launch of the U.S. Small Business Administration’s (SBA) new Veteran Small Business Certification (VetCert) portal, in our blog article, New Year, New Small Business Certification Rules. This month, as a helpful reminder we wanted to highlight the importance of ensuring your company’s Veteran-Owned Small Business (VOSB) and Services-Disabled Veteran-Owned Small Business (SDVOSB) corporate documents are all in a row and in compliance with applicable SBA regulations as companies begin to use the new VetCert portal for certification.

In general, to apply for certification as a VOSB or SDVOSB, a company must be a small business and be at least 51% owned and controlled by one or more veterans (or veterans rated as service-disabled if the company is trying to qualify as a SDVOSB).  The “controlled” obligation generally means that the long-term decision making, management and daily business operations of the company must be controlled by one or more veterans or service-disabled veterans, which must also be shown through the company’s corporate documentation.  

Although using a template for your articles of organization, articles of incorporation, operating agreement, bylaws, or shareholder agreement can be a good starting point, if not carefully reviewed there may be provisions included in the template that negatively affect a company’s ability to certify as a VOSB or SDVOSB.  For example, clauses with negative controls, unexercised rights, or supermajority or unanimous consent requirements can be unintentionally problematic for certification purposes. To facilitate a smoother certification process, we recommend reviewing all of your corporate documents against the recently updated regulations, to ensure compliance prior to beginning the certification process.

Our GovCon team has extensive experience assisting government contractors with navigating applicable SBA regulations and drafting and updating corporate documents accordingly. For more information contact one of our FH+H GovCon attorneys.

NOTE: Some links contained in this article lead to sites outside of FH+H’s organization and are not affiliated with FH+H.  This article is for general informational purposes only and is not comprehensive of all legal requirements or situations.  Nothing in this article or FH+H’s website constitutes legal advice or creates an attorney-client relationship.  If you have questions regarding the information provided, we urge you to seek legal assistance from your legal advisor.