Office of Small & Disadvantaged Business Utilization
Highest Officer Brief
Issue: The Veteran or service-disabled Veteran must be the highest ranking officer.
38 CFR § 74.4
- (c)(2) “[a]n eligible full-time manager must hold the highest officer position (usually President or Chief Executive Officer) in the applicant or participant.”
What This Means
- The Center for Verification and Evaluation (CVE) will find that the requirement of 38 CFR § 74.4(c)(2) has been satisfied where the applicant demonstrates that the Veteran/Service-Disabled Veteran owner is the highest-ranking officer of the applicant. Typically, this position is that of President, Chief Executive Officer (CEO), Managing Member, or Managing Partner.
- The applicant should provide current documentation, such as Bylaws, an Operating Agreement, or Partnership Agreement that indicate the management structure and responsibilities of the officers of the applicant.
- CVE recognizes that the highest ranking officer cannot make every single decision regarding the operation of the applicant. In order to function effectively, delegation of tasks and responsibilities is often critically important. However, the applicant has to demonstrate that the Veteran/Service-Disabled Veteran occupies the highest position, which in turn assigns or delegates certain operational responsibilities over the applicant to other non-Veteran officers and employees. This is the key for CVE to determine that the requirement of 38 CFR § 74.4(c)(2) has been satisfied.
- Applicants should ensure that their business documentation is up to date with the current practice and management responsibilities of the applicant. Ambiguities in documentation weigh against the applicant. For example, if the Veteran is identified as CEO and a non-Veteran is named the President, but the company documentation only provides for the management responsibilities and duties of a President, with no mention of a CEO, CVE cannot reasonably determine what management authority and responsibilities the Veteran has.
*For Informational Purposes Only*
This information has been provided by CVE for general informational purposes and should not be construed as providing legal advice. You should contact your attorney to obtain advice with respect to any particular issue or problem. In addition, CVE makes no representation as to the accuracy or whether the above information is currently up-to-date. All applicants must read the applicable regulations and determine how best to meet these requirements. The Verification Assistance Briefs do not constitute legal notice or replace the regulations.