TITLE 13 PART 124--8(A) BUSINESS DEVELOPMENT/SMALL DISADVANTAGED 
BUSINESS STATUS DETERMINATIONS--Table of Contents
 
                  Subpart A--8(a) Business Development
 
Sec. 124.101  What are the basic requirements a concern must meet for the 8(a) BD program?

 
Generally, a concern meets the basic requirements for admission to the 8(a) BD program if it 
is a small business which is unconditionally owned and controlled by one or more socially and 
economically disadvantaged individuals who are of good character and citizens of the United 
States, and which demonstrates potential for success.
 
Sec. 124.102  What size business is eligible to participate in the 8(a) BD program?
 
    (a) An applicant concern must qualify as a small business concern as defined in part 121 of 
this title. The applicable size standard is the one for its primary industry classification. The 
rules for calculating the size of a tribally-owned concern, a concern owned by an Alaska 
Native Corporation, a concern owned by a Native Hawaiian Organization, or a concern owned 
by a Community Development Corporation are additionally affected by Secs. 124.109, 
124.110, and 124.111, respectively.
     (b) If 8(a) BD program officials determine that a concern may not qualify as small, they 
may deny an application for 8(a) BD program admission or may request a formal size 
determination under part 121 of this title.
     (c) A concern whose application is denied due to size by 8(a) BD program officials may 
request a formal size determination under part 121 of this title. A favorable determination will 
enable the firm to immediately submit a new 8(a) BD application without waiting one year.
 
Sec. 124.103  Who is socially disadvantaged?
 
    (a) General. Socially disadvantaged individuals are those who have been subjected to racial 
or ethnic prejudice or cultural bias within American society because of their identities as 
members of groups and without regard to their individual qualities. The social disadvantage 
must stem from circumstances beyond their control.
     (b) Members of designated groups. 

        (1) There is a rebuttable presumption that the following individuals are socially 
disadvantaged: Black Americans; Hispanic Americans; Native Americans (American Indians, 
Eskimos, Aleuts, or Native Hawaiians); Asian Pacific Americans (persons with origins from 
Burma, Thailand, Malaysia, Indonesia, Singapore, Brunei, Japan, China (including Hong 
Kong), Taiwan, Laos, Cambodia (Kampuchea), Vietnam, Korea, The Philippines, U.S. Trust 
Territory of the Pacific Islands (Republic of Palau), Republic of the Marshall Islands, 
Federated States of Micronesia, the Commonwealth of the Northern Mariana Islands, Guam, 
Samoa, Macao, Fiji, Tonga, Kiribati, Tuvalu, or Nauru); Subcontinent Asian Americans 
(persons with origins from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives 
Islands or Nepal); and members of other groups designated from time to time by SBA 
according to procedures set forth at paragraph (d) of this section. Being born in a country 
does not, by itself, suffice to make the birth country an individual's country of origin for 
purposes of being included within a designated group.

        (2) An individual must demonstrate that he or she has held himself or herself out, and is 
currently identified by others, as a member of a designated group if SBA requires it.
        (3) The presumption of social disadvantage may be overcome with credible evidence to 
the contrary. Individuals possessing or knowing of such evidence should submit the 
information in writing to the Associate Administrator for 8(a) BD (AA/8(a)BD) for 
consideration.    (c) Individuals not members of designated groups. (1) An individual who is 
not a member of one of the groups presumed to be socially disadvantaged in paragraph (b)(1) 
of this section must establish individual social disadvantage by a preponderance of the 
evidence.
        (2) Evidence of individual social disadvantage must include the following elements:
            (i) At least one objective distinguishing feature that has contributed to social 
disadvantage, such as race, ethnic origin, gender, physical handicap, long-term residence in an 
environment isolated from the mainstream of American society, or other similar causes not 
common to individuals who are not socially disadvantaged;
            (ii) Personal experiences of substantial and chronic social disadvantage in American 
society, not in other countries; and

            (iii) Negative impact on entry into or advancement in the business world because of 
the disadvantage. SBA will consider any relevant evidence in assessing this element. In every 
case, however, SBA will consider education, employment and business history, where 
applicable, to see if the totality of circumstances shows disadvantage in entering into or 
advancing in the business world.
    (A) Education. SBA considers such factors as denial of equal access to institutions of higher 
education, exclusion from social and professional association with students or teachers, denial 
of educational honors rightfully earned, and social patterns or pressures which discouraged the 
individual from pursuing a professional or business education.
    (B) Employment. SBA considers such factors as unequal treatment in hiring, promotions 
and other aspects of professional advancement, pay and fringe benefits, and other terms and 
conditions of employment; retaliatory or discriminatory behavior by an employer; and social 
patterns or pressures which have channelled the individual into nonprofessional or 
non-business fields.
    (C) Business history. SBA considers such factors as unequal access to credit or capital, 
acquisition of credit or capital under commercially unfavorable circumstances, unequal 
treatment in opportunities for government contracts or other work, unequal treatment by 
potential customers and business associates, and exclusion from business or professional 
organizations.
    (d) Socially disadvantaged group inclusion. (1) General. Representatives of an identifiable 
group whose members believe that the group has suffered chronic racial or ethnic prejudice or 
cultural bias may petition SBA to be included as a presumptively socially disadvantaged 
group under paragraph (b)(1) of this section. Upon presentation of substantial evidence that 
members of the group have been subjected to racial or ethnic prejudice or cultural bias because 
of their identity as group members and without regard to their individual qualities, SBA will 
publish a notice in the Federal Register that it has received and is considering such a request, 
and that it will consider public comments.
    (2) Standards to be applied. In determining whether a group has made an adequate showing 
that it has suffered chronic racial or ethnic prejudice or cultural bias for the purposes of this 
section, SBA must determine that:
    (i) The group has suffered prejudice, bias, or discriminatory practices;
    (ii) Those conditions have resulted in economic deprivation for the group of the type which 
Congress has found exists for the groups named in the Small Business Act; and
    (iii) Those conditions have produced impediments in the business world for members of the 
group over which they have no control and which are not common to small business owners 
generally.
    (3) Procedure. The notice published under paragraph (d)(1) of this section will authorize a 
specified period for the receipt of public comments supporting or opposing the petition for 
socially disadvantaged group status. If appropriate, SBA may hold hearings. SBA may also 
conduct its own research relative to the group's petition.
    (4) Decision. In making a final decision that a group should be considered presumptively 
disadvantaged, SBA must find that a preponderance of the evidence demonstrates that the 
group has met the standards set forth in paragraph (d)(2) of this section based on SBA's 
consideration of the group petition, the comments from the public, and any independent 
research it performs. SBA will advise the petitioners of its final decision in writing, and 
publish its conclusion as a notice in the Federal Register. If appropriate, SBA will amend 
paragraph (b)(1) of this section to include a new group.

Sec. 124.104  Who is economically disadvantaged?
 
    (a) General. Economically disadvantaged individuals are socially disadvantaged individuals 
whose ability to compete in the free enterprise system has been impaired due to diminished 
capital and credit opportunities as compared to others in the same or similar line of business 
who are not socially disadvantaged.
    (b) Submission of narrative and financial information. (1) Each individual claiming economic 
disadvantage must describe it in a narrative statement, and must submit personal financial 
information.

    (2) When married, an individual claiming economic disadvantage also must submit separate 
financial information for his or her spouse, unless the individual and the spouse are legally 
separated.
    (c) Factors to be considered. In considering diminished capital and credit opportunities, 
SBA will examine factors relating to the personal financial condition of any individual claiming 
disadvantaged status, including personal income for the past two years (including bonuses and 
the value of company stock given in lieu of cash), personal net worth, and the fair market 
value of all assets, whether encumbered or not. SBA will also consider the financial condition 
of the applicant compared to the financial profiles of small businesses in the same primary 
industry classification, or, if not available, in similar lines of business, which are not owned 
and controlled by socially and economically disadvantaged individuals in evaluating the 
individual's access to credit and capital. The financial profiles that SBA compares include total 
assets, net sales, pre tax profit, sales/working capital ratio, and net worth.
    (1) Transfers within two years. (i) Except as set forth in paragraph (c)(1)(ii) of this section, 
SBA will attribute to an individual claiming disadvantaged status any assets which that 
individual has transferred to an immediate family member, or to a trust a beneficiary of which 
is an immediate family member, for less than fair market value, within two years prior to a 
concern's application for participation in the 8(a) BD program or within two years of a 
Participant's annual program review, unless the individual claiming disadvantaged status can 
demonstrate that the transfer is to or on behalf of an immediate family member for that 
individual's education, medical expenses, or some other form of essential support.
    (ii) SBA will not attribute to an individual claiming disadvantaged status any assets 
transferred by that individual to an immediate family member that are consistent with the 
customary recognition of special occasions, such as birthdays, graduations, anniversaries, and 
retirements.
    (iii) In determining an individual's access to capital and credit, SBA may consider any assets 
that the individual transferred within such two-year period described by paragraph (c)(1)(i) of 
this section that SBA does not consider in evaluating the individual's assets and net worth 
(e.g., transfers to charities).
    (2) Net worth. For initial 8(a) BD eligibility, the net worth of an individual claiming 
disadvantage must be less than $250,000. For continued 8(a) BD eligibility after admission to 
the program, net worth must be less than $750,000. In determining such net worth, SBA will 
exclude the ownership interest in the applicant or Participant and the equity in the primary 
personal residence (except any portion of such equity which is attributable to excessive 
withdrawals from the applicant or Participant). Exclusions for net worth purposes are not 
exclusions for asset valuation or access to capital and credit purposes.

    (i) A contingent liability does not reduce an individual's net worth.
    (ii) The personal net worth of an individual claiming to be an Alaska Native will include 
assets and income from sources other than an Alaska Native Corporation and exclude any of 
the following which the individual receives from any Alaska Native Corporation: cash 
(including cash dividends on stock received from an ANC) to the extent that it does not, in the 
aggregate, exceed $2,000 per individual per annum; stock (including stock issued or distributed 
by an ANC as a dividend or distribution on stock); a partnership interest; land or an interest 
in land (including land or an interest in land received from an ANC as a dividend or 
distribution on stock); and an interest in a settlement trust.
 
Sec. 124.105  What does it mean to be unconditionally owned by one or more disadvantaged 
individuals?
 
    An applicant or Participant must be at least 51 percent unconditionally and directly owned 
by one or more socially and economically disadvantaged individuals who are citizens of the 
United States, except for concerns owned by Indian tribes, Alaska Native Corporations, 
Native Hawaiian Organizations, or Community Development Corporations (CDCs). See Sec. 
124.3 for definition of unconditional ownership; and Secs. 124.109, 124.110, and 124.111, 
respectively, for special ownership requirements for concerns owned by Indian tribes, ANCs, 
Native Hawaiian Organizations, and CDCs.
    (a) Ownership must be direct. Ownership by one or more disadvantaged individuals must 
be direct ownership. An applicant or Participant owned principally by another business 
entity or by a trust (including employee stock ownership trusts) that is in turn owned and 
controlled by one or more disadvantaged individuals does not meet this requirement. 
However, ownership by a trust, such as a living trust, may be treated as the functional 
equivalent of ownership by a disadvantaged individual where the trust is revocable, and the 
disadvantaged individual is the grantor, a trustee, and the sole current beneficiary of the trust.

    (b) Ownership of a partnership. In the case of a concern which is a partnership, at least 51 
percent of every class of partnership interest must be unconditionally owned by one or more 
individuals determined by SBA to be socially and economically disadvantaged. The ownership 
must be reflected in the concern's partnership agreement.
    (c) Ownership of a limited liability company. In the case of a concern which is a limited 
liability company, at least 51 percent of each class of member interest must be 
unconditionally owned by one or more individuals determined by SBA to be socially and 
economically disadvantaged.
    (d) Ownership of a corporation. In the case of a concern which is a corporation, at least 51 
percent of each class of voting stock outstanding and 51 percent of the aggregate of all stock 
outstanding must be unconditionally owned by one or more individuals determined by SBA to 
be socially and economically disadvantaged.
    (e) Stock options' effect on ownership. In determining unconditional ownership, SBA will 
disregard any unexercised stock options or similar agreements held by disadvantaged 
individuals. However, any unexercised stock options or similar agreements (including rights to 
convert non-voting stock or debentures into voting stock) held by non-disadvantaged 
individuals will be treated as exercised, except for any ownership interests which are held by 
investment companies licensed under the Small Business Investment Act of 1958.
    (f) Dividends and distributions. One or more disadvantaged individuals must be entitled to 
receive:
    (1) At least 51 percent of the annual distribution of dividends paid on the stock of a 
corporate applicant concern;
    (2) 100 percent of the value of each share of stock owned by them in the event that the 
stock is sold; and
    (3) At least 51 percent of the retained earnings of the concern and 100 percent of the 
unencumbered value of each share of stock owned in the event of dissolution of the 
corporation.
    (g) Ownership of another Participant. The individuals determined to be disadvantaged for 
purposes of one Participant, their immediate family members, and the Participant itself, may 
not hold, in the aggregate, more than a 20 percent equity ownership interest in any other 
single Participant.
    (h) Ownership restrictions for non-disadvantaged individuals and concerns. (1) A 
non-disadvantaged individual (in the aggregate with all immediate family members) or a 
non-Participant concern that is a general partner or stockholder with at least a 10 percent 
ownership interest in one Participant may not own more than a 10 percent interest in another 
Participant that is in the developmental stage or more than a 20 percent interest in another 
Participant in the transitional stage of the program. This restriction does not apply to 
financial institutions licensed or chartered by Federal, state or local government, including 
investment companies which are licensed under the Small Business Investment Act of 1958.
    (2) A non-Participant concern in the same or similar line of business may not own more 
than a 10 percent interest in a Participant that is in the developmental stage or more than a 20 
percent interest in a Participant in a transitional stage of the program, except that a former 
Participant or a principal of a former Participant (except those that have been terminated from 
8(a) BD program participation pursuant to Secs. 124.303 and 124.304) may have an equity 
ownership interest of up to 20 percent in a current Participant in the developmental stage of 
the program or up to 30 percent in a transitional stage Participant, in the same or similar line 
of business.
    (i) Change of ownership. A Participant may change its ownership or business structure so 
long as one or more disadvantaged individuals own and control it after the change and SBA 
approves the transaction in writing prior to the change. The decision to approve or deny a 
Participant's request for a change in ownership or business structure will be made and 
communicated to the firm by the AA/8(a)BD. The decision of the AA/8(a)BD is the final 
decision of the Agency. The AA/8(a)BD will issue a decision within 60 days from receipt of a 
request containing all necessary documentation, or as soon thereafter as possible. If 60 days 
lapse without a decision from SBA, the Participant cannot presume that it can complete the 
change without written approval from SBA. A decision to deny a request for change of 
ownership or business structure may be grounds for program termination where the change is 
made nevertheless.
    (1) Any Participant that was awarded one or more 8(a) contracts may substitute one 
disadvantaged individual for another disadvantaged individual without requiring the 
termination of those contracts or a request for waiver under Sec. 124.515, as long as it receives 
SBA's approval prior to the change.
    (2) Where the previous owner held less than a 10 percent interest in the concern, or the 
transfer results from the death or incapacity due to a serious, long-term illness or injury of a 
disadvantaged principal, prior approval is not required, but the concern must notify SBA 
within 60 days.
    (3) Continued participation of the Participant with new ownership and the award of any 
new 8(a) contracts requires SBA's determination that all eligibility requirements are met by 
the concern and the new owners.
    (4) Where a Participant requests a change of ownership or business structure, and proceeds 
with the change prior to receiving SBA approval (or where a change of ownership results from 
the death or incapacity of a disadvantaged individual for which a request prior to the change in 
ownership could not occur), SBA will suspend the Participant from program benefits pending 
resolution of the request. If the change is approved, the length of the suspension will be 
restored to the Participant's program term in the case of death or incapacity, or if the firm 
requested prior approval and waited 60 days for SBA approval.
    (5) A change in ownership does not provide the new owner(s) with a new 8(a) BD program 
term. For example, if a concern has been in the 8(a) BD program for five years when a change 
in ownership occurs, the new owner will have four years remaining until program graduation.
    (j) Public offering. A Participant's request for SBA's approval for the issuance of a public 
offering will be treated as a request for a change of ownership. Such request will cause SBA to 
examine the concern's continued need for access to the business development resources of the 
8(a) BD program.
    (k) Community property laws given effect. In determining ownership interests when an 
owner resides in any of the community property states or territories of the United States 
(Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Puerto Rico, Texas, Washington 
and Wisconsin), SBA considers applicable state community property laws. If only one 
spouse claims disadvantaged status, that spouse's ownership interest will be considered 
unconditionally held only to the extent it is vested by the community property laws. A 
transfer or relinquishment of interest by the non-disadvantaged spouse may be necessary in 
some cases to establish eligibility.
 
 
 
Sec. 124.106  When do disadvantaged individuals control an applicant or Participant?
 
    Control is not the same as ownership, although both may reside in the same person. SBA 
regards control as including both the strategic policy setting exercised by boards of directors 
and the day-to-day management and administration of business operations. An applicant or 
Participant's management and daily business operations must be conducted by one or more 
disadvantaged individuals, except for concerns owned by Indian tribes, ANCs, Native 
Hawaiian Organizations, or Community Development Corporations (CDCs). (See Secs. 
124.109, 124.110, and 124.111, respectively, for the requirements for concerns owned by 
Indian tribes or ANCs, for concerns owned by Native Hawaiian Organizations, and for 
CDC-owned concerns.) Disadvantaged individuals managing the concern must have managerial 
experience of the extent and complexity needed to run the concern. A disadvantaged individual 
need not have the technical expertise or possess a required license to be found to control an 
applicant or Participant if he or she can demonstrate that he or she has ultimate managerial 
and supervisory control over those who possess the required licenses or technical expertise. 
However, where a critical license is held by a non-disadvantaged individual having an equity 
interest in the applicant or Participant firm, the non-disadvantaged individual may be found to 
control the firm.
    (a)(1) An applicant or Participant must be managed on a full-time basis by one or more 
disadvantaged individuals who possess requisite management capabilities.
    (2) A disadvantaged full-time manager must hold the highest officer position (usually 
President or Chief Executive Officer) in the applicant or Participant.
    (3) One or more disadvantaged individuals who manage the applicant or Participant must 
devote full-time to the business during the normal working hours of firms in the same or 
similar line of business. Work in a wholly-owned subsidiary of the applicant or participant 
may be considered to meet the requirement of full-time devotion. This applies only to a 
subsidiary owned by the 8(a) firm, and not to firms in which the disadvantaged individual has 
an ownership interest.
    (4) Any disadvantaged manager who wishes to engage in outside employment must notify 
SBA of the nature and anticipated duration of the outside employment and obtain the prior 
written approval of SBA. SBA will deny a request for outside employment which could 
conflict with the management of the firm or could hinder it in achieving the objectives of its 
business development plan.
    (5) Except as provided in paragraph (d)(1) of this section, a disadvantaged owner's 
unexercised right to cause a change in the control or management of the applicant concern does 
not in itself constitute disadvantaged control and management, regardless of how quickly or 
easily the right could be exercised.
    (b) In the case of a partnership, one or more disadvantaged individuals must serve as general 
partners, with control over all partnership decisions. A partnership in which no disadvantaged 
individual is a general partner will be ineligible for participation.
    (c) In the case of a limited liability company, one or more disadvantaged individuals must 
serve as management members, with control over all decisions of the limited liability company.
    (d) One or more disadvantaged individuals must control the Board of Directors of a 
corporate applicant or Participant.
    (1) SBA will deem disadvantaged individuals to control the Board of Directors where:
    (i) A single disadvantaged individual owns 100% of all voting stock of an applicant or 
Participant concern;
    (ii) A single disadvantaged individual owns at least 51% of all voting stock of an applicant 
or Participant concern, the individual is on the Board of Directors and no super majority 
voting requirements exist for shareholders to approve corporation actions. Where super 
majority voting requirements are provided for in the concern's articles of incorporation, its 
by-laws, or by state law, the disadvantaged individual must own at least the percent of the 
voting stock needed to overcome any such super majority voting requirements; or
    (iii) More than one disadvantaged shareholder seeks to qualify the concern (i.e., no one 
individual owns 51%), each such individual is on the Board of Directors, together they own at 
least 51% of all voting stock of the concern, no super majority voting requirements exist, and 
the disadvantaged shareholders can demonstrate that they have made enforceable arrangements 
to permit one of them to vote the stock of all as a block without a shareholder meeting. Where 
the concern has super majority voting requirements, the disadvantaged shareholders must own 
at least that percentage of voting stock needed to overcome any such super majority 
ownership requirements.
    (2) Where an applicant or Participant does not meet the requirements set forth in paragraph 
(d)(1) of this section, the disadvantaged individual(s) upon whom eligibility is based must 
control the Board of Directors through actual numbers of voting directors or, where permitted 
by state law, through weighted voting (e.g., in a concern having a two-person Board of 
Directors where one individual on the Board is disadvantaged and one is not, the 
disadvantaged vote must be weighted--worth more than one vote--in order for the concern to 
be eligible for 8(a) participation). Where a concern seeks to comply with this paragraph:
    (i) Provisions for the establishment of a quorum cannot permit non-disadvantaged Directors 
to control the Board of Directors, directly or indirectly;
    (ii) Any Executive Committee of Directors must be controlled by disadvantaged directors 
unless the Executive Committee can only make recommendations to and cannot independently 
exercise the authority of the Board of Directors.
    (3) An applicant must inform SBA of any super majority voting requirements provided for 
in its articles of incorporation, its by-laws, by state law, or otherwise. Similarly, after being 
admitted to the program, a Participant must inform SBA of changes regarding super majority 
voting requirements.
    (4) Non-voting, advisory, or honorary Directors may be appointed without affecting 
disadvantaged individuals' control of the Board of Directors.
    (5) Arrangements regarding the structure and voting rights of the Board of Directors must 
comply with applicable state law.
    (e) Non-disadvantaged individuals may be involved in the management of an applicant or 
Participant, and may be stockholders, partners, limited liability members, officers, and/or 
directors of the applicant or Participant. However, no such non-disadvantaged individual or 
immediate family member may:
    (1) Exercise actual control or have the power to control the applicant or Participant;
    (2) Be a former employer or a principal of a former employer of any disadvantaged owner 
of the applicant or Participant, unless it is determined by the AA/8(a)BD that the relationship 
between the former employer or principal and the disadvantaged individual or applicant 
concern does not give the former employer actual control or the potential to control the 
applicant or Participant and such relationship is in the best interests of the 8(a) BD firm; or
    (3) Receive compensation from the applicant or Participant in any form as directors, 
officers or employees, including dividends, that exceeds the compensation to be received by 
the highest officer (usually CEO or President). The highest ranking officer may elect to take a 
lower salary than a non-disadvantaged individual only upon demonstrating that it helps the 
applicant or Participant. In the case of a Participant, the Participant must also obtain the prior 
written consent of the AA/8(a)BD or designee before changing the compensation paid to the 
highest ranking officer to be below that paid to a non-disadvantaged individual.
    (f) Non-disadvantaged individuals who transfer majority stock ownership or control of the 
firm to an immediate family member within two years prior to the application and remain 
involved in the firm as a stockholder, officer, director, or key employee of the firm are 
presumed to control the firm. The presumption may be rebutted by showing that the 
transferee has independent management experience necessary to control the operation of the 
firm.
    (g) Non-disadvantaged individuals or entities may be found to control or have the power to 
control in any of the following circumstances, which are illustrative only and not all inclusive:
    (1) In circumstances where an applicant or Participant seeks to establish disadvantaged 
control of the Board of Directors through paragraph (d)(2) of this section, non-disadvantaged 
individuals control the Board of Directors of the applicant or Participant, either directly 
through majority voting membership, or indirectly, where the by-laws allow 
non-disadvantaged individuals effectively to prevent a quorum or block actions proposed by 
the disadvantaged individuals.
    (2) A non-disadvantaged individual or entity, having an equity interest in the applicant or 
participant, provides critical financial or bonding support or a critical license to the applicant 
or Participant which directly or indirectly allows the non-disadvantaged individual 
significantly to influence business decisions of the Participant.
    (3) A non-disadvantaged individual or entity controls the applicant or Participant or an 
individual disadvantaged owner through loan arrangements. Providing a loan guaranty on 
commercially reasonable terms does not, by itself, give a non-disadvantaged individual or 
entity the power to control a firm.
    (4) Business relationships exist with non-disadvantaged individuals or entities which cause 
such dependence that the applicant or Participant cannot exercise independent business 
judgment without great economic risk.
 
Sec. 124.107  What is potential for success?
 
    The applicant concern must possess reasonable prospects for success in competing in the 
private sector if admitted to the 8(a) BD program. To do so, it must be in business in its 
primary industry classification for at least two full years immediately prior to the date of its 
8(a) BD application, unless a waiver for this requirement is granted pursuant to paragra