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Small Business Investment Companies

Get access to low-cost, government-backed capital to invest in small businesses.

Since 1958, the mission of the Small Business Investment Company (SBIC) program has been to stimulate and supplement the flow of private equity capital and long-term debt financing that American small businesses need to operate, expand and modernize their businesses.

SBA does this by licensing and providing capital to professionally managed equity and debt investment funds as Small Business Investment Companies. SBA capital comes in the form of, a government-guaranteed loan to the fund to match privately raised capital. The SBA-guaranteed loan, paired with private capital, increases access to financing for qualifying U.S. small businesses and startups while potentially improving risk-adjusted returns for private investors.

Standard Debenture SBICs: The Standard Debenture SBIC license is designed to align with the cash flows of mezzanine, private credit and other investment strategies with a current pay component that may have a more internal rate of return (IRR) orientation. Standard Debenture SBICs are eligible to receive SBA-guaranteed loans with interest payments on SBA loans due semi-annually. Because of the semi-annual interest component, Standard Debenture SBICs have historically been a strong fit for funds pursuing strategies that invest in small businesses that have consistent cash flows over the term of the fund, such as private credit or mezzanine investing strategies.

Accrual SBICs: The Accrual SBIC license is designed to align with the cash flows of longer duration equity funds with a more long-term focus and multiple orientation. Accrual SBICs are eligible for SBA-guaranteed loans, Accrual Debentures, where accrued interest and principal are due upon maturity and may be prepaid upon a distribution event.

Reinvestor (Fund-of-Funds) SBICs: The Reinvestor SBIC license is based on a fund-of-funds model to invest equity in underlying funds with an underserved focus that, in turn, invest directly into small businesses and start-ups. Fund-of-funds Reinvestor SBICs:

  • Utilize the Accrual Debenture instrument
  • Are eligible for a match of 2x private capital raised (Up to a maximum of $175 million in guaranteed principal and interest)
  • Must invest ≥ 50% of the portfolio in underlying funds

Non-Leveraged SBICs: Non-Leveraged Licenses are SBA licensed private funds that do not apply for funding from SBA. There are several benefits to obtaining an SBIC license without SBA leverage commitment, including eligibility for Community Reinvestment Act (CRA) credit for bank investors.

As a licensed SBIC, funds can leverage their private investment dollars with SBA-guaranteed debt that allows them to increase their investments in U.S. small businesses and startups. When it’s time to realize its investment, the SBIC repays the SBA-guaranteed debt plus interest and distributes returns to its private investors.

For more than a decade, SBICs have delivered returns to their investors that are in line with those available from other private equity funds in the market. Since 1998, SBICs that benchmark in the top half of private equity have delivered a 5 to 10-point boost in the IRR delivered to LPs as a result of SBA leverage.

Here are some additional benefits beyond the potential for enhanced returns of becoming an SBIC:

  • Rapid fund deployment: The potential to capitalize on as much as two-thirds of a fund with SBA leverage means managers spend less time fundraising and more time investing.
  • Access to long-term capital: SBA provides long-term funding, which is often patient capital that aligns with the long-term growth plans of small businesses and startups. This type of capital is essential for businesses that need time to grow and establish themselves.
  • Flexible terms and investment opportunities: The duration of SBA’s financing instruments can be matched up with short- or long-term investments. SBICs have the flexibility to invest in a wide range of industries and sectors, promoting diversity in their investment portfolio. This flexibility allows managers to adapt to market trends and capitalize on emerging opportunities.
  • Exempt from SEC registration: SBICs are exempt from SEC registration, yet LPs benefit from SBA’s careful monitoring of each fund’s performance and regulatory compliance.
  • Exempt from Volcker Rule: SBICs are exempt from the bank investment limitations set forth in the Volcker Rule as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
  • Increased financial scale: SBA leverage allows funds to scale up their strategies and extend their financings to more businesses.
  • Tax advantages for LPs: An SBIC’s LPs may be eligible for tax benefits as investments in SBICs are presumed to be a “qualified investment” for Community Reinvestment Act credit.

Investment funds licensed as SBICs typically have four basic characteristics:

  1. Experienced management team: Team members have complementary skills and a history of working with each other.
  2. Proven investment strategy: Fund pursuing a familiar strategy that the principals have successfully pursued as investors or operators in the past.
  3. Track record of success: Demonstrated prior track record of successful investments in the targeted strategy, possibly augmented by analogous, relevant operations management, entrepreneurial or other commercial experience.
  4. Appealing fund structure: The SBIC’s structure aligns the incentives of the SBIC’s managers and investors with the overall mission of SBA.

The full regulations governing the SBIC program can be found in Section 13 CFF 107.720, but in summary, SBICs must invest in U.S. small businesses, which are defined as having the following: 

  • Tangible net worth of less than $24 million and average net income after Federal income taxes for the preceding two completed years of less than $8 million.
  • Or, the industry size standard covering the industry in which the applicant is primarily engaged. 

At least 25% of an SBIC’s financings must be in smaller enterprises, defined as having the following: 

  • Net worth less than $6 million and average net income after Federal income taxes for the preceding two years of less than $2 million.
  • Or, the size standard for the industry in which it is primarily engaged. 

SBICs may not invest in, with certain exceptions (for more detail review section 13 CFF 107.720), any of the following:

  • Passive businesses
  • Real estate businesses
  • Project financing
  • Farm land purchases
  • Businesses contrary to public interest
  • Foreign investments
  • Associated suppliers 

Standard Debenture SBICs: Can distribute returns to their investors over the lifecycle of the fund, provided they are current with the semi-annual interest payments on the 10-year loan.

Accrual and Reinvestor SBICs:  Can distribute capital to their investors over the lifecycle of the fund provided accrued interest and annual charges due to SBA are paid off prior to distributions to private investors. Accrual and Reinvestor SBICs can make tax distributions without first paying down accrued interest. 

Non-Leveraged Licensees: Can distribute profits to their investors without seeking prior approval from SBA, but only if they maintain enough “Regulatory Capital” to meet minimum capital requirements specified in §107.210 or its SBA-approved “Wind Down Plan.”

Applying for an SBIC license is a three-part process: 

  1. Pre-screening review 
    (Short Form 2181)
  2. Management Assessment Questionnaire (MAQ) and MAQ fee 
    (Long Form 2181 or Subsequent Fund Form 2181 and Form 2181 Exhibits)
  3. Final License Application and Licensing fee

Applicants may consider completing and submitting a Pre-screen Form 2181 to SBA to receive feedback. This an optional step, but one that is highly recommended for first-time applicants to the SBIC Program.  The feedback is informal and non-binding, but it helps prospective applicants better understand SBA’s underwriting criteria and reassess their own fit with the program.

The Pre-screen 2181 contains a subset of forms contained in the full MAQ. Specifically, the Short Form 2181 contains the following:

  • The Overview
  • Narrative
  • Investment Track Record
  • Principal Biographies 

Completing this form can help prospective applicants prepare for the MAQ without incurring the cost of the MAQ Application Fee. This information gives background context to aid SBA in providing informal feedback.

Once you have decided to move forward with the application process, the next step is to prepare and submit the MAQ, which consists of the following:

  • Form 2181 (Long Form or Subsequent Fund Form)
  • Form 2181 Exhibits A – D
  • Attachments/Supplemental Materials
  • Payment of Initial Licensing Fee / “MAQ Fee”),

After receipt of your MAQ (including payment of the Initial Licensing Fee / “MAQ Fee”), a Licensing Investment Analyst and SBA Legal Counsel will be assigned to review your application. 

Once the application has been filed and accepted for processing, Licensing and SBA Legal will review the MAQ submission, performing operational and investment due diligence and legal review of the relevant documents. Upon completion of due diligence and reviews, Licensing will recommend to the Investment Committee whether the applicant appears to have the minimum qualifications necessary to manage the proposed SBIC.

If the Investment Committee concludes, by majority vote, that the management team appears to be qualified, the applicant is invited for a one-hour formal interview. After the interview, the Investment Committee will consider whether your management team has the experience and skills necessary to manage an SBIC.  If they vote affirmatively, your application will be reviewed by the SBA Agency Licensing Committee for approval. If the SBA Agency Licensing Committee votes affirmatively, the SBA Administrator will vote on your application. If approved by both Committees and the SBA Administrator, your application will be approved for a “Green Light” letter inviting you to submit a final License Application once sufficient capital has been raised to hold an initial closing. 

An Applicant may hold multiple closings within 12 months of its initial closing based on the date of formal SBA license approval. A final close must be held within 12 months of receipt of formal SBA license approval. A fund may not accept additional capital commitments 12 months after the date of formal SBA license approval.

Applicants who meet all eligibility criteria under 13 CFR § 107.305 for Expedited Subsequent Funds Licensing, may apply using the Subsequent Funds Form 2181 which is comprised of a subset of the forms required in the Long Form 2181.

The License Application is submitted when the applicant has sufficient Regulatory Capital to hold a close and has completed all required forms. The application builds upon the previously submitted MAQ and includes additional forms and documentation. The entire package includes the following:

  • Form 2181 (UPDATED to include any changes since the Green Light Letter)
  • Form 2181 Exhibits A – D (UPDATED to include any changes since the Green Light Letter)
  • Form 2181 Exhibits E – G
  • Copies of all final legal documents + redlined copies detailing any and all changes to previously submitted legal documents
  • Payment of all application and Final Licensing Fee and other fees which may at that time be due (e.g., the Resubmission Penalty Fee, if applicable and if not already paid)

Upon receipt of the License Application and full payment all Licensing Fees, a Licensing Investment Analyst and SBA Legal Counsel will review the materials and recommend whether the SBA’s Agency Licensing Committee and SBA Administrator vote stands or whether there is evidence of material adverse changes which would trigger a revote.  If no material adverse changes are identified, the License Application will be submitted to the SBA Administrator for formal final approval. 

Throughout this process, from Pre-screening through Licensing, you will work closely with the analysts and managers of SBA’s Office of Investment and Innovation. At various times, you may receive both informal questions and formal SBA Comment Letters.  Prompt and courteous replies will minimize delays in licensure.

Initial Licensing Fees as of the publish date of this document are as follows:

Fund SequenceInitial Licensing Fee
Fund I$5,200
Fund II$10,600
Fund III$15,800
Fund IV+$21,100

The Final Licensing Fee as of the publish date of this document is calculated as the “Final Licensing Base Fee” plus 1.25 basis points multiplied by the Leverage dollar amount being requested by the applicant and conditionally approved by SBA, communicated as the “Total Intended Leverage Commitment.” As the fee is based on the amount being requested, the Applicant will multiply the Total Intended Leverage Commitment dollar amount provided at the time of Green Light approval by 1.25 basis points and add this amount to the Final Licensing Base Fee, where the Final Licensing Base Fee is based on the applicant’s Fund Sequence as follows:

Fund SequenceFinal Licensing Base Fee
Fund I$10,600
Fund II$15,800
Fund III$26,400
Fund IV+$31,700

See the SBIC Application and related Forms. 

Limited partners (LPs) of SBIC-licensed funds benefit from several advantages that aren’t available to other types of investment funds.

  • Regulatory benefits: Certain exemptions from registration requirements with the SEC are available to SBICs and their advisers.
  • Rapid deployment of funds: With a leverage commitment from the U.S. Small Business Administration (SBA) up to two times the private capital raised, fund managers are able to minimize the time spent on fundraising and focus on making investments.
  • Flexible fund structure: SBICs are allowed to organize themselves as stand-alone entities, drop-down vehicles, or side-car vehicles.
  • Strong, stable returns: The low cost of SBA capital provides fund managers with pricing flexibility across cycles, while the 10-year term on SBA debentures avoids the problems of duration mismatch.
  • Community Reinvestment Act credit: Investments in SBICs may be eligible for Community Reinvestment Act credit.
  • Underlooked opportunity to invest in small business: Despite being the bedrock of the American economy, U.S. small businesses remain underserved and represent a value opportunity for investors.

SBIC Licensees must submit Quarterly financial reports with respect to fund-level financials and portfolio company financings (Forms 468 and 1031). Form 468 is due within 45 days after the close of each quarter, commensurate with portfolio valuation due dates as finalized under §§ 107.503 and 107.650. Quarterly Form 468 is a “short” version of the Annual Form 468 to reduce the reporting burden while enabling transparency into program investment performance and improved monitoring. Annual Form 468 is due within 90 days of the close of the fiscal year end.

For each financing of a small business, excluding guarantees, SBIC Licensees must submit a portfolio financing report within 30 days of the close of the quarter in which portfolio company financings occurred. 

Appendix 14 provides guidance to SBICs on accounting policies and procedures, financial reporting to SBA, and selection of an auditor. It also contains guidelines for independent public accountants engaged to conduct annual audits of SBICs.

Appendix 15 describes the policies and procedures which SBICs must follow in valuing their loans and investments. It also provides the techniques and standards which are generally applicable to such valuations.

Appendix 16 provides for two-digit number designations for major categories under which accounts are listed, and three-digit number designations for individual general ledger accounts.

Non-leveraged licensees may submit GAAP-compliant valuations.

Standard Debentures are loans issued to SBIC Licensees at face value requiring semi-annual payment of interest on outstanding leverage. SBA guarantees all principal and unpaid interest. This type of debenture is designed to align with the cash flows of debt-oriented investment strategies and strategies with a recurring current pay component.

AmountTypically, no more than 2x the amount of private capital committed to the fund
Term10 years from date of each leverage draw and can be prepaid without penalty. Prepayments must be made in full and on scheduled, semi-annual payment dates.
PaymentInterest payments made on a semi-annual basis. The interest rate is fixed within six months of issuance at a premium over the 10-year U.S. Treasury Note.
Fees Commitment fee of 1% up front, a 2% draw-down fee at issuance, and a variable annual charge of up to 1.38% paid semi-annually.
Use of proceedsMust be used exclusively for investments in small businesses, as defined by SBA and federal regulations.

Accrual Debentures are loans issued to SBIC Licensees at face value that accrue interest over a ten-year term, where SBA guarantees all principal and unpaid accrued interest. This type of debenture is designed to align with the cash flows of long-duration, equity-oriented investment strategies.

Leverage Commitment AmountFor Accrual SBICs, up to 1.25x the amount of private capital committed to the fund. For Reinvestor (Fund-of-Funds) SBICs, up to 2x the amount of private capital committed 
Term10 years from date of each leverage draw and can be prepaid when distributions are made to Private Investors. 
PaymentInterest accrues over the term of the loan. Accrued interest and principal based on ratio to private capital are due upon a distribution event to private investors. 
Fees Commitment fee of 1% up front, a 2% draw-down fee at issuance, and a variable annual charge of up to 1.38% paid semi-annually.
Use of proceedsOnly available to Accrual SBICs and Reinvestor SBICs. Must be used exclusively for investments in small businesses, as defined by SBA and federal regulations.

An SBIC may request Leverage Commitments against SBA’s Total Intended Leverage Commitment by obtaining SBA’s conditional commitment to guarantee debentures. Instructions are available in the commitment application instructions.

An SBIC may draw down (call) against SBA’s Leverage Commitment to guarantee debenture. Follow the draw application instructions.

Base rate for cost of money calculationsMaximum interest rate is 19% for loans and 14% for debt investments in portfolio companies when the base rate is less than 8.125%
Commitment fee1% of commitment payable at the time of issuance
Draw fee2% of leverage drawn, withheld from the proceeds of the draw
Underwriter’s fee0.375% of leverage drawn, withheld from the proceeds of the draw (only for standard debentures)
Selling agent fee0.05% of leverage drawn, withheld from the proceeds of the draw (only for standard debentures)
Interest rates and other feesTrustee fee 0.01% of leverage drawn, withheld from the proceeds of the draw (only for standard debentures)
Annual chargeThe Annual Charge is established each fiscal year and payable according to the same terms and conditions as the interest due on the different type of debentures issued (e.g. Standard Debentures and Accrual Debentures). The minimum annual charge for Standard Debentures will be phased in as follows:FY26—25 bpsFY27—30 bpsFY28—35 bpsFY 29—40 bps (capped floor)
Interim financing interest rateFederal Home Loan Bank of Chicago’s Advance Rate + 41 basis points, payable during the interim financing period for leverage drawn in between pooling dates (only for standard debentures).
Trust certificate interest rateRate on 10-Year Treasury + Premium, rate is fixed at the time of each debenture pooling, payable semi-annually

The SBA Office of Investment and Innovation Examinations Division performs periodic remote and on-site examinations of SBICs every one to two years to monitor regulatory compliance with SBIC program statutory, regulatory and policy requirements. Examiners also ensure the accuracy of information SBICs submit to SBA.

The regulations governing examinations of SBICs, including fees, are set forth in 13 CFR 107.690-692.

Applying for an SBIC license is a three-part process: 

  1. Pre-screening review 
    (Short Form 2181)
  2. Management Assessment Questionnaire (MAQ) and MAQ fee 
    (Long Form 2181 or Subsequent Fund Form 2181 and Form 2181 Exhibits)
  3. Final License Application and Licensing fee

The Pre-screen 2181 contains a subset of forms contained in the full MAQ. Specifically, the Short Form 2181 contains:

  • The Overview
  • Narrative
  • Investment Track Record
  • Principal Biographies 

Once you have decided to move forward with the application process, the next step is to prepare and submit the MAQ, which consists of:

  • Form 2181 (Long Form or Subsequent Fund Form)
  • Form 2181 Exhibits A – D
  • Attachments/Supplemental Materials
  • Payment of Initial Licensing Fee / (“MAQ Fee”)

The License Application builds upon the previously submitted MAQ and includes additional forms and documentation.  The entire package includes the following:

  • Form 2181 (updated to include any changes since the Green Light Letter)
  • Form 2181 Exhibits A – D (updated to include any changes since the Green Light Letter)
  • Form 2181 Exhibits E – G
  • Copies of all final legal documents + redlined copies detailing any and all changes to previously submitted legal documents
  • Payment of all application and Final Licensing Fee and other fees which may at that time be due (e.g., the Resubmission Penalty Fee, if applicable and if not already paid)
  • Legacy Management Assessment Questionnaire (Form 2181 and Part I of Form 2182)
  • Legacy License Application (Revised and updated Forms 2181, 2182, and 2183)

SBIC Licensee Financial Statements and Investment Performance

  • Form 468 Instructions – SBIC Financial Reports
  • Form 468 – SBIC Financial Report
  • Reinvestor SBIC Exhibit to Form 468 

SBIC Organizational StructureSBA Form
Partnership Licensees with individual general partnersSBA Form 25 LLGP
Partnership Licensees with a corporate general partnerSBA Form 25 PCGP
Corporate LicenseesSBA Form 25 PC
  • Form 27 Opinions of Counsel (see Table 2)
Type of SBIC Form
Accrual and Reinvestor SBICsForm 27A Accrual Debenture Opinion of Counsel
Standard and Impact SBICsForm 27B Standard Debenture Opinion of CounselIf you intend to issue either Low and Moderate Income (LMI) or Energy Saving Debentures at some point:Form 27C LMI Debenture Opinion of Counsel  
Form 27F Energy Saving Debenture Opinion of Counsel

Type of leverageForm
Standard debentureForm 444C Debenture Certification
LMI debentureForm 2163 5-Year LMI Debenture Certification
or
Form 2162 10-Year LMI Debenture Certification
Energy Saving debentureForm 2434 5-Year Energy Saving Debenture Certification 
or
Form 2433 10-Year Energy Saving Debenture Certification
Accrual debentureForm 2536  10-Year Accrual Debenture Certification

SituationForm
AllForm 1031 Portfolio Financing Report 
Form 480 Size Status Declaration 
Form 652 Assurance of Compliance for Nondiscrimination
If you need a small business size determination.Form 355 Application for Small Business Size Determination
If you’re using an Energy Saving debenture to finance the investment and need a pre-financing determination of eligibilityForm 2428 Financing Eligibility Statement for Usage of Energy Savings Debentures
If you’re a specialized SBICForm 1941B Financing Eligibility Statement – “Social Disadvantage” (For individuals who are not members of a designated group)Form 1941A Financing Eligibility Statement – “Social Disadvantage” (For individuals who are members of a designated group)Form 1941C Financing Eligibility Statement – “Economic Disadvantage”
If you’re submitting a portfolio company to SBA as a success storyForm 1926 SBA Success Story

SBA will send the following forms to the SBIC prior to the examination:

  • Disclosure statement
    • Form 856 Disclosure Statement for Leveraged Licensees
    • Form 856A Disclosure Statement for Non-Leveraged Licensees
  • Form 857 Request for Information Concerning Portfolio Financing by SBICs
  • SBIC ownership confirmation
    • Form 1405 Stockholder’s Confirmation for Corporate SBICs
    • Form 1405A Ownership Confirmation for Partnership SBICs

SBA accepts FASB GAAP compliant valuations for non-leveraged licensees.

Appendix 14 provides guidance to SBICs on accounting policies and procedures, financial reporting to the U.S. Small Business Administration (SBA), and selection of an auditor. It also contains guidelines for independent public accountants engaged to conduct annual audits of SBICs.

Appendix 15 describes the policies and procedures which SBICs must follow in valuing their loans and investments. It also provides the techniques and standards which are generally applicable to such valuations.

Appendix 16 provides for two-digit number designations for major categories under which accounts are listed, and three-digit number designations for individual general ledger accounts.

To streamline procedural guidance regarding the SBIC Program, SBA published a single consolidated SOP document, SOP 10 10 01, which outlines the SBA guidelines for issuing and administering Small Business Investment Companies (SBICs). 

This SOP replaces all prior SBIC-related SOPs and Technotes, including, but not limited to, 10 04, 10 06, 10 07, 10 09 and Technotes 2-17 and Policy Guidance OIPG001, OIIPG002 and OIIPG003.