Anyone have experience with MBE/WBE certs?

searcher profile

March 05, 2026

by a searcher from Columbia University in New York, NY, USA

I am looking at a handful of deals where the current mgmt makes use of a MBE and/or WBE certification. These are used in securing some of their work, though of course the true reliance on these are hard to pin down causally. I'm trying to work through with a seller a way to keep the cert. I wonder if any on this group that have experience with this can advise as to whether this is kosher. I know some of the state-level regulators and can ask them, but wanted to test-run past this group first. Of note, the reason I am unable to maintain the certs is that as an out-of-state buyer, I won't have the right tax documentation for the cert, regardless of whether i would otherwise qualify as MBE. I certainly might not qualify for WBE regardless. Given that I am not planning on moving, there's an impasse. 1. Acquire 49% of the Class A Common. Current owner keeps 51%. They also hang onto the cert. A backup cert-holder on staff is also identified and plugged into the 51%. 2. Create a Class B of shares that is both a) 10x supervoting and b) 10x preferred. Will hold 100% of this. 3. Create a newco that has a fee stream equal to the NI of the target. Will hold 100% of this. The thought is to maintain the cert within the letter of the law, but also allow the seller to sell at close to what a 'market' EV would be, by both stripping the equity value as well as safeguarding the actual cash. The on-team holder of 51% of common would be paid the remainder for their services, which comes out to ~5% of NI. They are fine with this. Over a controlled amount of time, we can wean off the certification and collapse the above structure. Interested in any thoughts.
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Reply by a searcher
from Emory University in Tucson, AZ, USA
For national certifying bodies, one of the key elements they try to ascertain is who has legitimate control of the company both financially as well as operationally. If a shareholder has 51% ownership, but whose authority is limited, they would question whether the entity should be certified. The company may also be winning bids for being a small business enterprise, if their size aligns to the contracting organization's definition. Depending on the contracting entity, you may be able to review prior RFPs/bids and evaluate if a scoring system is used, and if so, how many points are awarded for meeting diverse and/or small definitions. The points are used as a small boost, typically, to firms that meet the more important criteria of qualifications, pricing, team, and delivery.
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Reply by an investor
from Harvard University in San Francisco, CA, USA
I'm familiar with this dynamic as it relates to the National Minority Supplier Development Council (NMSDC) Growth Initiative -- https://nmsdc.org/certifications/growth-initiative/ Not sure if other organizations have similar constructs that make it easier for outside investment
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