Prior to the final rule, SBA regulations included an exception for GSA Schedule/FSS contracts, which provided that size and status for orders and agreements issued thereunder were generally determined as of the date of the offer for the master contract regardless of recertification. The Final Rule eliminated this exception, meaning a disqualifying recertification (becoming OTSB through a merger, acquisition, or sale) has the same effect on a GSA Schedule/FSS contract as it has on any other MAC.
Contractors no longer qualify for future set aside task orders, BPA agreements and options under GSA Schedule/FSS contracts IMMEDIATELY after a disqualifying recertification (once the vendor’s SAM reps and certs show the business size as OTSB), it does NOT depend on their next option period.
Specific impacts this may have on the M&A environment for the following:
- Being acquired by a large business
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- Small Business to Large Business M&A Recertification. A concern that makes a disqualifying recertification following a merger, acquisition, or sale that occurs after January 16, 2026, involving a business that does not qualify as small under the MAC, is ineligible to bid set-aside or reserved orders under the MAC.
Delayed Effective Date: for such deals that occur prior to January 17, 2026, the concern remains eligible to bid set-aside and reserve orders after the deal, but the agency cannot count the orders towards its size/status goals.
- Being acquired by a small business or merging with a small business
- Small Business to Small Business M&A Recertification. A concern that makes a disqualifying recertification following a merger, acquisition, or sale involving another small concern is eligible for set-aside and reserved orders issued under the MAC, but the agency cannot count the work towards its size/status goals.
Please remember, the delayed effective date of the rule discussed above does not apply to GSA Schedule contracts.
SBA Regulation and an Additional Related Article: