The All Small Mentor-Protégé Program (“All Small”) is a small business development program administered by the U.S. Small Business Administration (“SBA”). Through this program, a small business can team up with a large business and use the large business’s experience and resources, to aid in their own development and to assist their entry into the government contracting space. The All Small program is modeled after the SBA’s original mentor-protégé program, which was reserved for small businesses in the 8(a) Business Development Program. In November 2020, the SBA merged the All Small and the 8(a) Mentor-Protégé Programs, to “eliminate confusion regarding perceived differences between the two Programs, remove unnecessary duplication of functions within the SBA, and establish one, unified staff to better coordinate and process mentor-protégé applications.” This merger was one part of wide-ranging amendment to their regulations, and left the All Small program as the only SBA-administered mentor-protégé program, available to every SBA small business constituency, including for example concerns in the Service-Disabled Veteran-Owned Small Business Concern (SDVO SBC) Program, the HUBZone Program, and now the 8(a) Business Development Program.
The All Small Program provides several important benefits to the protégé and the mentor. First, the protégé can tap into the mentor’s knowledge and resources in a variety of different ways to improve its business. For example, the mentor can provide support and assistance to the protégé with corporate organization/management, financial assistance, international trade education, business development, and/or general administrative assistance. Mentors—many of which are former small businesses themselves—can share with the protégé its knowledge of how to survive as a federal government contractor, which can be the difference between getting that all-important first contract and just missing out on it. The exact parameters of the relationship are set out in the Mentor-Protégé Agreement, which is submitted to and approved by the SBA.
Arguably the most significant benefit of the All Small program is that the mentor and protégé can form a joint venture (“JV”), and that JV is then eligible to bid on small business set-aside contracts. This program tool is key for small businesses that have not yet established past performance experience, because the JV can utilize the mentor’s past performance in bidding on contracts, and then the protégé can in turn use the JV’s past performance going forward. Furthermore, from the mentor’s perspective, the mentor can tap into set-aside procurements that are otherwise unavailable to it. Mentors and protégés should be wary though—the SBA will not allow a JV agreement if the JV “is merely a vehicle to enable the mentor to receive small business contracts”. 13 C.F.R. § 125.9(e)(3). Moreover, there are many rules that the JV must follow, governing its formation, management, and funding, and in some cases requiring that the SBA be notified of any changes. If these regulations are not followed, then the small business risks the SBA finding that the protégé is “affiliated” with the mentor, meaning the JV is no longer eligible for small business under the SBA’s regulations.
According to SBA regulations, to be accepted into the program, the mentor and protégé must meet certain criteria. At a minimum, the applying protégé must be a small business with industry experience and organized for profit or as an agricultural cooperative. The protégé must also have a proposed mentor prior to applying for the program and cannot have more than two mentors in the business’ lifetime. To qualify as a mentor, the business must be organized for profit or as an agricultural cooperative and have no more than three protégés at a time.
The first term of a mentor-protégé agreement may last up to three years. At the end of those first three years, the agreement may be extended for another three years.
Applying for the All Small Program
There are also a few general steps you need to take prior to submitting your application to the SBA for approval, including:
- registering at gov
- knowingly the NAICS code that applies to your business
- completing the SBA’s online All Small tutorial (save your completion certificates)
- preparing your business plan
- creating and agreeing to a Mentor-Protégé Agreement
Your mentor-protégé agreement lasts up to three years.