SBA Form 2181 SBIC Program Application Instructions

Small Business Investment Company (SBIC)
Program Application Instructions

Date: 08/1/2025
Prepared by the
Office of Investment & Innovation
U.S. Small Business Administration

Table of Contents

The SBIC Application Process ........................................................................................ 5
Applying for an SBIC license involves three steps: ........................................................ 5
Prescreening ................................................................................................................. 5
Management Assessment Questionnaire (MAQ) ................................................................. 6
Subsequent Funds ......................................................................................................... 7
SBIC Licensing and Operating Lifecycle ............................................................................ 8
License Application ........................................................................................................ 8
Submitting Your Application .......................................................................................... 9
Prescreening ................................................................................................................. 9
MAQ Application ............................................................................................................ 9
License Application ...................................................................................................... 10
Saving your Files for Submission ................................................................................... 11
MAQ Application Instructions ...................................................................................... 11
General Instructions .................................................................................................... 11
Defined Terms ............................................................................................................ 11
SBA Form 2181: SBIC MAQ ......................................................................................... 12
Info Release ............................................................................................................... 12
Fund Overview ............................................................................................................ 12
Principal Bios .............................................................................................................. 12
Applicant Economics and Time ...................................................................................... 12
Firm and Service Providers ........................................................................................... 12
Applicant Principals ...................................................................................................... 12
References ................................................................................................................. 13
Historical Cash Flows ................................................................................................... 17
Fund Cash Flows ......................................................................................................... 17
Small Business Impact ................................................................................................. 17
Covenant Defaults ....................................................................................................... 17
SBA Form 2181: Exhibit A Activities and Relationships ..................................................... 18
SBA Form 2181: Exhibit B Individual Declarations ........................................................... 18
SBA Form 2181: Exhibit C Significant Investor Declarations .............................................. 18
SBA Form 2181: Exhibit D Individual Legal Questionnaire ................................................. 19
SBA Form 2181: Exhibit E Legal Document Certification ................................................... 19
SBA Form 2181: Exhibit F Capital Certificate ................................................................... 20
SBA Form 2181: Exhibit G Transferors Liability Contract ................................................... 20
Fingerprinting ............................................................................................................. 20
Final License Application Instructions ......................................................................... 21

Three versions of SBA Form 2181 and its underlying tables, charts, and exhibits
SBA Form 2181: Prescreen MAQ:

Format:

1. Instructions

Excel

2. Overview

Excel

3. Fund Overview Table

Excel

4. Narrative

Excel

5. Investment Track Record

Excel

6. Principal Bios

Excel

SBA Form 2181: SBIC MAQ:
1. Instructions

Excel

2. Attachment Checklist

Excel

3. Info Release

Excel

4. Overview

Excel

5. Fund Overview Table

Excel

6. Narrative

Excel

7. Staffing Chart

Excel

8. Capitalization

Excel

9. Principal Bios

Excel

10. Applicant Economics and Time

Excel

11. Firm and Service Providers

Excel

12. Licensing Expenses

Excel

13. Applicant Principals

Excel

14. References

Excel

15. Investment Track Record

Excel

16. Historical Cash Flows

Excel

17. Fund Cash Flows

Excel

18. Small Business Impact

Excel

19. Covenant Defaults

Excel

20. Alt. Investment Track Record

Excel

21. NAICS Search

Excel

SBA Form 2181: Sub-Fund MAQ:
1. Instructions

Excel

2. Subsequent Fund Certification

Excel

3. Attachment Checklist

Excel

4. Info Release

Excel

5. Overview

Excel

6. Fund Overview Table

Excel

7. Narrative

Excel

8. Principal Bios (new principals only)

Excel

9. Applicant Economics and Time

Excel

10. Firm and Service Providers

Excel

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11. Applicant Principals

Excel

12. References

Excel

13. Investment Track Record (new principals only)

Excel

14. Historical Cash Flows (new principals only)

Excel

15. Fund Cash Flows (new principals only)

Excel

16. Small Business Impact (new principals only)

Excel

17. Covenant Default (new principals only)

Excel

18. Alt. Investment Track Record (new principals only)

Excel

19. NAICS Search

Excel

SBA Form 2181 Exhibits:
1. Exhibit A - Activities and SBIC Relationships

Excel/PDF

2. Exhibit B - Individual Declarations

Excel/PDF

3. Exhibit C - Significant Investor Declarations

Excel/PDF

4. Exhibit D - Individual Legal Questionnaire

Excel/PDF

5. Exhibit E - Legal Document Certification

Excel/PDF

6. Exhibit F - Capital Certificate

Excel/PDF

7. Exhibit G - Transferor’s Liability Contract

PDF

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The SBIC Application Process
SBA invites eligible private entities considering the Small Business Investment Company (SBIC)
program to submit an application for license using this SBA Form 2181, SBIC Management
Assessment Questionnaire (MAQ). The applicant SBIC, hereafter collectively referred to as the
Applicant, will be considered for an SBIC license, provided that the Applicant’s MAQ is complete
and ready for SBA review. An Applicant’s MAQ is considered to be complete and ready for
review when all elements and attachments, including related exhibits, are submitted along with
the requisite application fee paid.
Applying for an SBIC license involves three steps:
1. Prescreening review using SBA Form 2181: Prescreen MAQ
2. Submission of the Management Assessment Questionnaire - either SBA Form 2181: SBIC MAQ or
SBA Form 2181: Sub-Fund MAQ, along with Exhibits - and payment of the Initial Licensing Fee
3. Submission of the Final License Application and payment of the Final Licensing Fee
Privacy Act Statement
The Small Business Investment Act of 1958, as amended, 15 U.S.C. 661, et seq., authorizes the
SBA to collect the information on this form, including personal, business, and financial
background information by identifying number or other personal identifiers. Furnishing the
information is voluntary. However, failing to provide all or part of the information may prevent
SBA from making a determination of eligibility for participation in the SBIC program. The
information collected may be released to appropriate Federal, State, and Local Agencies, credit
bureaus, and Servicing agents when relevant to civil, criminal, or regulatory verification
procedures. The information in this system is used on a routine basis exclusively by authorized
officials. While the records are routinely used only for the purpose of analysis of information
that supports the SBA’s risk management for the SBIC program, additional uses may be made
in accordance with SBA 40, System of Records Notice, 2019- 19153.pdf (govinfo.gov).
Prescreening
SBA provides an optional Prescreen that prospective Applicants may consider completing and
submitting to SBA. This is an optional step, but one that is highly recommended for first- time
Applicants to the SBIC Program. Prospective Applicants are invited to submit a Prescreen
Form 2181 and receive feedback. 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 SBA Form 2181: Prescreen MAQ contains a subset of forms contained in the full MAQ.
Specifically, the SBA Form 2181: Prescreen MAQ contains the following:
•
•
•
•
•
•

Instructions
Overview
Fund Overview Table
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.

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Management Assessment Questionnaire (MAQ)
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 (SBA Form 2181: SBIC MAQ or Sub-Fund MAQ)
Form 2181 Exhibits A - D
Attachments/Supplemental Materials
Payment of Initial Licensing Fee),

Once your MAQ and Initial Licensing Fee are received, a Licensing Investment Analyst and
SBA Legal Counsel will be assigned to review your application.
Please ensure that you submit all required forms, exhibits, and documents with your MAQ
Application. If an Applicant previously withdrew or was not approved for a license and later
resubmits, a $10,000 Resubmission Penalty Fee (per 13 CFR § 107.300) will be required, in
addition to the Initial and Final Licensing Fees. SBA may waive this penalty fee in
extraordinary circumstances at its discretion.
(1) Post-Filing Process:
Once the application has been filed and accepted for processing, Licensing and SBA’s Office
of General Counsell 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 make a recommendation to the Investment Committee as to
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 is
qualified, the Applicant is invited for a one-hour formal interview.
Following the interview, the Investment Committee votes on whether to recommend
approval of a Green Light letter. If a majority of the Investment Committee is not in favor,
the Applicant will be denied and notified by telephone call from the Chief of Licensing or
Director of Licensing. The Director of Patient Capital Investments (PCI), as head of the
Investment Committee, is informed of all denial decisions in advance of communication to
an Applicant. If the majority of the Investment Committee is in favor, the Licensing Unit
will then present the Applicant and recommendation to the Associate Administrator, OII for
advancement to the SBA Executive Secretariat process for review prior to SBA
Administrator review and approval/denial.
If approved by the SBA Administrator, the Applicant will be issued a Green Light Approval
letter and indication of the Total Intended Leverage Commitment by email. If the
Administrator declines issuance of a Green Light Approval, the AA/OII or Director Patient
Capital Investment will notify the management team of the decision in writing.
The SBA issues a Green Light letter to SBIC Applicants as preliminary confirmation that,
pending certain conditions, the management team will receive an SBIC license and
leverage commitment at Fund Closing. To proceed, Applicants must ensure their final legal

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documents are approved by SBA’s Office of General Counsel, demonstrate sufficient
Leverageable and Regulatory Capital per SBIC Act requirements, and avoid any material
adverse changes from their approved application profile—such as principal departures,
strategy shifts, track record deterioration, or legal issues—with SBA retaining sole
discretion over what is considered material. From the date of Green Light approval,
Applicants have 12 months to reach Fund Closing, during which time the SBA does not
participate in fundraising and expects no interim submissions or investment operations.
During this period, management fees and capital commitments made prior to licensure are
not accepted as Regulatory or Leverageable Capital, and pre-licensure investments are
generally disallowed. Applicants should use this quiet period to focus exclusively on
finalizing fundraising so that a complete, compliant package can be submitted at Fund
Closing.
When an SBIC Applicant has secured sufficient private capital and is ready for its initial
fund close, the principals submit a comprehensive final Fund Closing package to the SBA,
including all finalized legal documents (redlined against prior drafts) and an executed
Capital Certificate demonstrating adequate Leverageable and Regulatory Capital. Upon
SBA’s receipt of the final licensing fee, the application is officially received, and all
documents—including partnership agreements, operating agreements, side letters, and
counsel opinions—must be submitted at once, with no subsequent amendments allowed
except those required by SBA. All limited partners are reviewed by SBA for suitability, and
any investor concerns may disqualify them from counting toward Regulatory Capital or
investing in the fund. The Fund Closing is designed as a brief verification, not an extended
negotiation, and electronic signatures are permitted. Applicants are encouraged to
maximize fundraising before submitting, as the final Capital Certificate will determine the
base for SBA’s leverage commitment. Subsequent closings are allowed within 12 months
post-licensure.
Subsequent Funds
Applicants who meet all eligibility criteria under 13 CFR § 107.305 for Expedited Subsequent
Funds Licensing, may apply using the SBA Form 2181, Sub-Fund MAQ, which is comprised
of a subset of the required forms in the SBA Form 2181, SBIC MAQ.

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SBIC Licensing and Operating Lifecycle
The following chart clearly depicts the Applicants lifecycle from start to finish, with emphasis
on Licensing lifecycle.

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

SBA Form 2181 (UPDATED to include any changes since the Green Light Letter)
SBA Form 2181 Exhibits A - D (UPDATED to include any changes since the Green
Light Letter)
SBA 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 Final Licensing Fee and other fees which at that time may be due (e.g.,
the Resubmission Penalty Fee, if applicable and if not already paid)

Upon receipt of the License Application and full payment of all Licensing Fees, a Licensing
Investment Analyst and SBA Legal Counsel will review your materials and determine
whether to confirm the existing SBA Administrator vote, or if any material adverse changes
have occurred that would require a revote. If no material adverse changes are identified,
the License Application will be submitted to the SBA Administrator for final approval.
Throughout the Licensing process, you will be working closely with the analysts and
managers in SBA’s Office of Investment and Innovation. Responding promptly and
courteously to both informal questions and formal SBA Comment Letters will help prevent
delays in your licensure.

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Submitting Your Application
Prescreening
Once the SBA Form 2181: Prescreen MAQ is completed, prospective Applicants may submit it
via e-mail to SBIC_Applications@sba.gov with the subject line “Prescreen: MM/DD/YYYY: Name of
Prospective Applicant”. If considering the SBIC Critical Technologies (SBICCT) Initiative the
subject line should state “SBICCT Prescreen: MM/DD/YYYY: Name of Prospective
Applicant”.
You will be notified of the receipt of your Prescreen form via e-mail within 2-4 working days,
and SBA may offer the opportunity to share informal and non-binding feedback related to
SBA’s underwriting criteria and program considerations.
MAQ Application
Once the Applicant has compiled and completed all forms, documents, exhibits, and
attachments that are required as part of the MAQ, the Applicant must follow the steps below to
properly submit the MAQ. Please note that your MAQ should be submitted electronically. Hard
copies will not be accepted. For the MAQ application to be considered complete and ready for
review, all elements and attachments listed in the MAQ and related exhibits must be submitted,
and the requisite Licensing Fee must be paid. All license application fees be paid through the
pay.gov website. You will receive detailed payment instructions directly from the Licensing
Program Manager.
1. Compress your MAQ files into a single or multiple zip files and e-mail them to
SBIC_Applications@sba.gov using the subject line “MAQ: MM/DD/YYYY: Name of
Applicant”. Please be aware that any single e-mail exceeding 10 MB will be rejected
by SBA’s e-mail network due to size restrictions. If necessary, submit your files in a
series of e-mails, identifying each part in the subject line as follows: “MAQ:
MM/DD/YYYY: Name of Applicant (Part # of #)”
2. Each principal must sign and date the certification and declaration Exhibits of SBA Form
2181. Submit both approved, digitally signed PDF versions and Excel versions of these
documents
3. Pay the Initial Licensing Fee via pay.gov: Applicants will receive fee payment
instructions directly from the Licensing Unit’s Program Manager. Please do not
attempt to pay the licensing fee in advance—the process involves several manual internal
steps, and premature payment can complicate fee tracking. Initial Licensing Fees are as
specified in 13 C.F.R. § 107.300. Initial Licensing Fees as of the publish date of this
document are as follows:
Fund Sequence

Initial Licensing Fee

Fund I

$5,000

Fund II

$10,000

Fund III

$15,000

Fund IV+

$20,000

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License Application
Follow the steps below to properly submit your License Application (Final Licensing Fee,
SBA Form 2181, remaining exhibits and legal documents):
1. Update your SBA Form 2181 and Exhibit submissions as needed, using red font to
highlight any changes. Please summarize all revisions in your email to help the
Licensing Investment Analyst and SBA Legal Counsel quickly identify areas requiring
review.
2. Compress your License Application files into a single or multiple zip files and e-mail
them to SBIC_Applications@sba.gov using the subject line “License Application:
MM/DD/YYYY: Name of Applicant”. Please be aware that any e-mail exceeding 10
MB will be rejected by SBA’s e-mail network. If necessary, submit your files using a
series of e-mails to bypass the size restriction.
3. Pay the required Licensing fees via the pay.gov. Applicants will receive fee
payment instructions directly from the Licensing Unit’s Program
Manager. Please do not attempt to pay the licensing fee in advance—the
process involves several manual internal steps, and premature payment can
complicate fee tracking. Your License Application submission date is based
on receiving Final SBA Form 2181, Exhibits, legal documents, and the
date of fee payment on pay.gov. If documents are submitted but fees
have not been paid, the License application will not be considered
“submitted.” All fees must be paid at the time of document submission.
4. Final Licensing Fees are governed by 13 C.F.R. § 107.300.
•

The fee equals the “Final Licensing Base Fee” plus 1.25 basis points (0.0125%) of
the Total Intended Leverage Commitment (the leverage dollar amount requested
and conditionally approved by SBA).

•

To calculate: Multiply the Total Intended Leverage Commitment (provided at Green
Light approval) by 0.000125. Add this amount to the Final Licensing Base Fee.

•

The Final Licensing Base Fee is determined by the Applicant’s Fund Sequence.

•

In Summary: Final Licensing Fee = Final Licensing Base Fee (by fund sequence) +
[Total Intended Leverage Commitment × 0.000125]
Fund Sequence

Final Licensing Base Fee

Fund I

$10,000

Fund II

$15,000

Fund III

$25,000

Fund IV+

$30,000

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Saving your Files for Submission
The list below provides guidance on how you should name each of the files included in your
application. Using these file naming conventions will help your SBA analysts quickly identify
the materials in your application. The text in bold should be replaced with your
information:
SBA Form 2181:
•

SBA Form 2181 – (Applicant Name).xls

•

Exhibit “X” – (Applicant Name).xls or .docx

For the attachments requested in SBA Form 2181 checklist, please use the
following file naming convention:
SBA Form 2181 Attachment – (Applicant Name) _ (Title of Document).xxx
•

MAQ Application Instructions
General Instructions
Before you begin compiling completing the MAQ application, SBA recommends reading these
general instructions. For assistance with any questions during the preparation of your
responses, send an e-mail with your question to SBIC_Applications@sba.gov and include
your name, the name of your firm, investment strategy, and a phone number at which you
can be reached.
Completion of the SBIC application materials requires the following software:
•
•

Microsoft Word (version 2010 or later)
Microsoft Excel (version 2010 or later)

Defined Terms
The MAQ application contains terms that carry special meaning within the context of the
SBIC Program:
Use of the term “SBIC”: This term refers to a proposed SBIC if you are submitting a MAQ
application or a final license application.
Use of the term “principal”: This refers to any individual who engages or proposes to engage
in the management of the Applicant, and customarily includes officers and directors of a
corporation, general partners of a partnership and managers of a limited liability company.
However, it may also include other individuals, especially if they have either a vote or a veto
in any investment decision. Whether one qualifies as a principal is based upon authority,
responsibility and actions. Title is not determinative, and, in its sole discretion, SBA may
determine that a person with a relationship to the SBIC is a principal.
Regulatory Terminology: When the application cites specific sections of SBA regulations,
review those sections before responding. Capitalized words that are not usually capitalized
in normal usage indicate defined terms with specific meanings in SBA regulations. For
example, "Associates" refers to certain related parties and is defined in 13 C.F.R. § 107.50.

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Always consult this section to understand these terms accurately.
SBA Form 2181: SBIC MAQ
Applicants are encouraged to draw from existing materials in preparing their SBIC
application. The content you have already prepared for your Private Placement
Memorandum or Limited Partner pitch decks may be useful in completing the application.
However, you must ensure that your responses are direct, complete, and concise.
Failure to provide any requested information or the use of unnecessarily long responses
may delay the review of your application.
The forms use checkboxes, dropdown lists, and auto-populated data. When you see these
options, simply click on the appropriate response. DO NOT edit the section headings or add
values to predefined dropdown lists used in the application document.
Info Release
From time to time, the SBIC Program receives inquiries from parties who may wish to consider
investing in an SBIC license applicant. Information is shared ONLY for those applicants that
have received a "green light" letter. If your fund receives a “green light” letter and you would
like SBA to share your fund's name, contact information, target fund size, and the Applicant
Overview Information with interested investors, please make an indication below. If no indication
is made, SBA will NOT share your information with interested investors. Regardless of whether
you select yes or no, please fill out the Fund Profile on this tab.
Fund Overview
On the Fund Overview worksheet, enter all information available at the time you submit
your MAQ application. SBA understands that details such as close dates, amount raised, and
target fund size may change before you submit your final license application.
Principal Bios
For each principal, please provide a brief biography and a description of his/her role within
the team. Use the suggested format in this worksheet, ensuring you include all previous
employment and associated time periods.
Applicant Economics and Time
Please list all individuals and entities participating in the Applicant's carry economics
beginning with principals, followed by all other individuals or entities. For each, provide their
category, carry percentage points, contribution to the limited or general partnership, and
complete all other applicable fields.
Firm and Service Providers
Please provide information about the firm that manages or sponsors the Applicant.
Additionally, list the service providers the Applicant is currently working with, and, if
possible, include any service providers the Applicant intends to work with upon receiving its
license.
Applicant Principals
Enter the requested information for the principals of the fund ONLY, beginning with the
principal serving as the Applicant's primary contact with SBA. For the purposes of the SBIC

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application process, the term "principal" refers to any individual who engages or proposes
to engage in the management of the applicant, and customarily includes officers and
directors of a corporation, general partners of a partnership, and managers of a limited
liability company.
References
The SBA's due diligence process includes confidential reference calls to assess your
qualifications and background. Use the following guidance to compile a comprehensive list
of references for each principal in your SBIC application.
Reference List Guidelines
•

Avoid Overlapping References: If a person can serve as a reference for multiple
principals, assign them to only one principal and make a note in the "Notes" column.

•

Consolidate & Submit One File: Combine all references for every principal into a single
file. Do not submit separate files for each principal.
Required References for Each Principal
Each principal must provide at least five (5) references from the categories listed below.
Ensure references include top executives from each portfolio company, alongside all former
Partners and employees:

•

Supervisors/Partners

•

Associates/Peers/Subordinates

•

Portfolio Company Co-Investors (e.g., Co-lenders, Deal sponsors)

•

Fund Investors

•

Limited Partners
Please be aware that the SBA's due diligence includes calls to both the references you
provide ("on-list") and additional references identified by SBA Licensing Analysts ("off-list")
Investment Track Record
Assessing the Investment Track Record is critical for the analysis of your team’s
qualifications and should be completed with care. In SBA Form 2181, including the SBIC
MAQ and Sub-Fund MAQ, the complete Investment Track Record is comprised of the
following tabs: Investment Track Record, Historical Cash Flows, Fund Cash Flows, Small
Business Impact, and Covenant Defaults. There are four color-coded Investment Track
Record sections in SBA Form 2181: SBIC MAQ and Sub-Fund MAQ, one for each previous
fund. If you need additional sections, contact your Licensing Investment Analyst. SBA will
treat your investment track record submission as a representation of your complete
investment experience. The investment track record should be completed by all
Applicants, whether first-time or subsequent fund Applicants. The investment track
record should be used to present experience that meets the SBIC program regulations
under section § 107.305 outlined below and should align to the investment strategy of the
proposed Applicant fund:

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§ 107.305

Evaluation of license Applicants.

(a) Management Qualifications. Management qualifications, including demonstrated
investment skills and experience as a principal investor, or a combination of investment skill
and relevant industry operational experience; business reputation; adherence to legal and
ethical standards; record of active involvement in making and monitoring investments and
assisting portfolio companies; managing a regulated business, if applicable; successful
history of working as a team; and experience in developing appropriate processes for
evaluating investments and implementing best practices for investment firms.
(b) Demonstrated Investment Acumen. Performance of proposed investment team’s
prior relevant industry investments as well as any supporting operating experience,
including investment returns measured both in percentage terms and in comparison to
appropriate industry benchmarks; the extent to which investments have been realized as
a result of sales, repayments, or other exit mechanisms; evidence of previous
investment or operational experience contributing to U.S. domestic job creation and,
when applicable, demonstrated past adherence to statutory and regulatory SBIC
program requirements.
(c) Strategy and fit. Applicant's proposed investment strategy as presented in its
business plan, including adherence to the Statement of Policy as stated in section 102 of
the Act, clarity of objectives; strength of management's rationale for pursuing the
selected strategy; compliance with this part and applicable provisions of part 121 of this
chapter; fit with management's skills and experience; and the availability of sufficient
resources to carry out the proposed strategy. As determined by SBA, a Licensee may not
materially deviate from the proposed investment strategy after three years of Licensure.
(d) Structure and economics. Applicant's proposed organizational structure and fund
economics, including compliance with this part 107; soundness of financial projections
and underlying assumptions; a compensation plan that provides managers with
appropriate economic incentives; a reasonable basis for allocations of profits and fees to
Persons not involved in management; and governance procedures that provide
appropriate checks and balances.
Investment Track Record Eligibility
Prepare an Investment Track Record for all funds or individual investments in which your
decision-making role meets the criteria listed below. The SBA Form 2181 MAQ includes
four sets of color-coded Investment Track Record tabs, each for a different fund; if you
need more, contact your Licensing Analyst.
•

You were a voting member of the investment or credit committee responsible for
approving the investment, or

•

You were the “deal lead,” responsible for conducting the due diligence,
structuring the investment, presenting the opportunity to the investment
committee, and monitoring the transaction post-close.

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If the principals of the Applicant do not have investments for which they held responsibilities
as a voting member or deal lead, clearly indicate the role each principal had relative to the
investments listed on the Alt. Investment Track Record tab.
•
•
•
•
•
•
•
•
•
•

Financial Analysis/Market Research
Lead Structuring
Lead Due Diligence
Made Investment Recommendation to Investment or Credit Committee
Member of Investment or Credit Committee
Negotiation of Deal Terms
Member of Board of Directors of the portfolio company
Officer of the portfolio company
Board Observer of the portfolio company Board
Managed the Exit Process

While SBA places the greatest weight on investment experience gained as a principal in a
traditional fund environment, we recognize that other types of experience may be relevant
based on the investment strategy of the Applicant. If you have made investments on a
“one-off” basis, but your track record lends itself to being viewed as if it were an actual
fund, you may present a “synthesis” of those transactions. A synthetic track record should
include all qualifying investments currently held or which were terminated within the last
ten years. You may include investments made:
•

Individually with your personal funds.

•

Through an entity for which you had discretionary voting authority, such as a trust of
which you were the trustee.

•

Through an entity (such as a limited partnership or LLC) that was formed for the
specific purpose of making the investment, where you had decision-making authority
over all aspects of the investment as general partner or managing member and were
primarily responsible for raising the entity’s capital from investors.

The dollar amount listed for your investment should be limited to amounts over which you
or your organization held discretion or authority. For investments made as part of a club or
syndicate, do not include investment dollar amounts other than your own.
Use the “Notes” section to explain the criteria you used to select the investments included in
the exhibit.
General Data Entry Guidelines
Where necessary, you may add rows to the Investment Track Record tab. To ensure the
formulas work correctly, always add rows above the last row in the table. To do so, select
the last row in the table, right-click, and then select “Insert Row” from the menu that
appears.
Any numbers you input should be rounded to the nearest dollar.

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Definition of Key Terms
Here are the definitions for key terms found in the “header” columns of the track record
worksheet.
Firm Name
Investment Vehicle (Fund
Name)

Name of the sponsoring / managing firm employing the principals of the
Applicant
Enter the name of the Investment Fund for which you are providing the
track record for in the Investment Track Record

Size of Vehicle

This is a calculated field

Total Private Committed Capital

Total private capital commitment inclusive of GP capital commitment

Total Intended SBA Leverage
Commitment (TILC)
Total Private Capital Called
Total SBA Leverage Drawn
Fund Style
Investment Strategy
Portfolio Company

Please state the full amount of your total leverage committed by the
SBA, regardless of whether you have drawn those funds. If you have
obtained other types of leverage (not from the SBA), indicate that specific
amount here and provide a detailed description in the adjacent cells. Do
not include any lines of credit.
Total paid-in capital, inclusive of GP's portion
Total SBA leverage drawn. If you have drawn other types of leverage,
indicate here. Do not include any lines of credit.
Select the style of investment from the drop-down list
Select Investment Vehicle's Investment Strategy from the drop-down
list
Lists the name of the portfolio company

Equity Security

If an equity investment, select the type of equity investment from the
dropdown list.

Debt Security or Loan

If it is a debt investment or a loan, select the type of debt security or
loan from the dropdown list.

Transaction Type

If there was an exit, indicate the transaction type. Otherwise,
leave this field blank. Note this refers to the exit transaction type, not
the initial investment's purpose.

Ownership at Exit or as of
Valuation Date (fully diluted)

Indicate the ownership percentage, on a fully diluted basis, associated
with the security. If the security does not include any ownership stake in
the company, please leave the cell blank.

Data as of MM/DD/YYYY

Enter the date of exit or as of the last valuation date if no exit has
occurred yet.

Enterprise Value

The total value of a company including its equity, debt, and cash. It
represents the actual cost to acquire the entire business

LTM Revenue

Trailing twelve-month Revenue

LTM EBITDA

Trailing twelve-month EBITDA

Cash and Equivalents

Amount at as of date

Total debt and/or loans held by
the company

Amount at as of date

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Historical Cash Flows
SBA Investment Analysts use the 'Historical Cash Flows' tab to evaluate your portfolio's past
performance. Follow these steps to complete it:
1. Verify Prior Entries: To prevent errors, confirm that you’ve accurately completed all
previous worksheets in the Form 2181
2. Enter Net Annual Cash Flows: Each investment from your 'Track Record' worksheet has a
dedicated column here for its historical cash flow schedule. For each investment, enter the
net annual cash flows from its initial investment date until its exit or most recent valuation.
a. Start with the year the investment was made.
b. Cash outflows (money leaving the fund) should be negative numbers.
c. Cash inflows (money returning to the fund) should be positive numbers.
d. Only include cash flows directly tied to the investment itself, not the portfolio
company's overall finances.
e. Do not include consulting fees, investment banking fees, board fees, or any other
service fees charged to portfolio companies.
3. Enter Residual Values: After recording all net cash flows through the exit year or most
recent valuation year, enter the full "residual value" for all unrealized (unexited)
investments.
4. Review Data: Please review all data presented on the worksheet. This includes the
information below the cash flow schedules for each portfolio company investment, as well as
the fund-level data located in the bottom right corner. Verify that these numbers align with
your own estimates.
Should you encounter any other issues, please contact SBA for assistance. You can reach out to
your Licensing Investment Analyst directly, or email askSBIC@sba.gov with your name, firm's
name, and phone number.
Fund Cash Flows
This worksheet requires all fund level quarterly cash flow data. All columns requiring
manual inputs have a (-) or (+) at the top of the column, indicating if the inputs should be
negative or positive. All gray cells are locked formula cells, and all white cells require
manual input.
Small Business Impact
This worksheet requires data specific to each company within your portfolio, not each
individual investment. In column A, please use the drop-down list to organize companies
in a specific order: first, list those where all your investments have been fully exited,
followed by companies with partial exits, and finally, companies where you have not yet
exited any investments. Columns B through M auto populate. The remaining columns
are self-explanatory.
Covenant Defaults
In column B, select any companies that experienced covenant violations or underwent
restructuring. Once a company is selected, ensure all remaining cells in that row are filled as
applicable.

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SBA Form 2181: Exhibit A Activities and Relationships
This "Certification of Activities and Relationships" form must be completed and signed by
each principal (as defined in application instructions) and Control Person (as defined in
13 CFR §107.50) of the Applicant.
Submit it with your SBIC MAQ. It must be resubmitted if material changes occur by the
time of your final License Application.
If any new principals or Control Persons join the firm after submitting the MAQ, they
must sign and submit this certification to the SBA. Similarly, if a new principal or Control
Person is added to the SBIC after it is licensed, they must also submit a signed certification
to the SBA.
Finally, submit the file in both Excel and PDF format, with the PDF version including an
approved digital signature.
SBA Form 2181: Exhibit B Individual Declarations
This declaration must be completed and signed by each principal (as defined in the
application instructions) and Control Person (as defined in 13 CFR §107.50) of the
Applicant. Submit it with your SBIC MAQ.
You'll need to resubmit this declaration if there are material changes when you submit
your final License Application. If any new principals or Control Persons join after the
MAQ submission, they must sign and submit a declaration to the SBA as soon as possible to
avoid licensing delays. Similarly, if a new principal or Control Person is added after the
SBIC is licensed, they must submit a signed declaration to the SBA promptly.
Submit this file in both Excel and PDF format, with the PDF version including an approved
digital signature.
SBA Form 2181: Exhibit C Significant Investor Declarations
This declaration is required from any Significant Investor (owning 50% or more of the
Applicant's ownership interests) who is not already required to sign the "Principal and
Control Person Declarations."
While the SBA understands many applicants may not have such investors committed at the
MAQ submission stage, if you have a letter of intent from a Significant Investor, you
must complete and submit Exhibit C with your MAQ Application.
Submit the file in both Excel and PDF format, with the PDF version including an approved
digital signature.

Page 18 of 21

SBA Form 2181: Exhibit D Individual Legal Questionnaire
Each Principal must complete and submit this Exhibit D, ensuring all questions are
answered.
If any answer is "yes," provide complete details and necessary attachments. Include all
pertinent information such as:
•

Names used when charged

•

Dates and locations

•

Titles of proceedings

•

Docket numbers

•

Fines and penalties (paid and unpaid)

•

Sentences

•

Type of offense (misdemeanor or felony)

•

Dates of parole/probation

•

Names of mediators, arbitrators, or other alternative dispute resolution professionals

•

Relevant documents
For this exhibit, a "substantial ownership interest" means a direct or indirect interest of
20% or more in equity, voting, or profit interests. "Senior management" generally refers
to significant involvement in budget or investment decisions, including board participation.
If you're unsure whether you qualify as senior management, consult with the SBA.
This exhibit must be signed when submitted with either a MAQ Application or a Final License
Application. Any changes in your responses between these two applications must be noted
and explained.
Submit the file in both Excel and PDF format, with the PDF version including an approved
digital signature.
SBA Form 2181: Exhibit E Legal Document Certification
Exhibit E Legal Document Certification concerning the Applicant’s legal documents and
certification of no material adverse changes must be completed and signed by either a
principal of the Applicant or (with respect to the Legal Document Certification) the
Applicant’s legal counsel and submitted with the Applicant’s final, fully executed legal
documents prior to SBA’s approval of the Applicant’s Final License Application.
Submit the file in both Excel and PDF format, with the PDF version including an approved
digital signature.

Page 19 of 21

SBA Form 2181: Exhibit F Capital Certificate
You must submit a signed Capital Certificate (Exhibit F) with your license application,
demonstrating that minimum Regulatory Capital and Leverageable Capital requirements are
met.
Follow the instructions in the "instructions" and "reps and warranties" sections of Exhibit F.
Submit the file in both Excel and PDF format, with the PDF version including an approved
digital signature under the "reps and warranties" section.
SBA Form 2181: Exhibit G Transferors Liability Contract
The Transferor's Liability Contract must be executed by the following:
•

Each principal of the SBIC, in their individual capacity.

•

Each individual who will directly or indirectly own or control 50% or more of the SBIC's
Private Capital (as defined in 13 CFR §107.230).

•

Each entity that will directly or indirectly own or control 50% or more of the SBIC's Private
Capital.

•

Each individual who will directly or indirectly own or control 10% or more of the SBIC's
Private Capital and participate in its investment decisions (e.g., as a member of the
Investment Committee).

•

Each entity that will directly or indirectly own or control 10% or more of the SBIC's Private
Capital and have a nominee who participates in its investment decisions.
Fingerprinting
All Principals of an SBIC Applicant must submit fingerprints to the SBA as part of their
license application. Do not submit fingerprints until you receive instructions from
the Licensing Unit’s Program Manager.
Once you receive their instructions, please complete your fingerprints immediately and
promptly notify the SBA.
Electronic Fingerprinting (Preferred Method):

1. Access the SBA fingerprinting website: https://www.Applicantservices.com/sba/
2. Select "SBA SBIC" and follow the registration steps.
3. The website will provide nearby electronic fingerprinting locations based on your address.
Schedule an appointment.
4. Once scanned, your fingerprints will be automatically submitted to the SBA.
Paper-and-Ink Fingerprinting (If Electronic Not Available):
If the website determines electronic fingerprinting is unavailable in your area after
registration, it will provide instructions and forms for submitting paper-and-ink
fingerprints.

Page 20 of 21

Final License Application Instructions

You are ready to submit your Final License Application and pay the fee once you have:
•
•
•
•

Raised sufficient private capital for a first close, meeting 13 CFR 107.200 and 107.210
requirements.
Updated all forms, exhibits, and attachments previously submitted with your MAQ.
Compiled all new investor agreements and legal documents.
Completed Exhibits E, F, & G.
The Final License Application must include:

•
•
•
•
•
•
•
•
•
•
•
•
•

Final updates to Form 2181, Exhibits, and all prior document submissions (including red lines of
all changes).
All Investor and Owner Agreements (including all side letters).
Offering Memoranda and Other Documents.
Organizational Documents of the Applicant.
Opinions of Counsel.
Management Services and Other Agreements.
Bank Letters and Third-Party Debt Agreements.
Legal Document Certification (Exhibit E).
Capital Certificate (Exhibit F).
Any Guaranty Agreements.
Transferors Liability Contract (Exhibit G).
Fingerprint Cards.
Final Licensing Fee payment.

Page 21 of 21