How SBA's Mentor-Protégé Program works, how mentor-protégé joint ventures compete for set-asides, the 40% protégé work share, and how the DoD program differs.
Last reviewed on September 28, 2026 by the Government.biz editorial team against 13 CFR 125.8, 125.9, 121.103(h) and DFARS Appendix I.
The SBA Mentor-Protégé Program (MPP) pairs an experienced business — the mentor, which can be a large company — with a small business protégé under a written agreement that SBA reviews and approves. The mentor commits to specific business development assistance: management and technical help, loans or equity investment, subcontracts, bonding support, or help performing prime contracts.
The feature that makes the program strategically important is the joint venture exception. Normally a joint venture between a small firm and a large firm is affiliated and therefore other than small. Under an SBA-approved mentor-protégé relationship, a joint venture between the protégé and its mentor is treated as small for any procurement for which the protégé individually qualifies as small — and it can pursue any set-aside the protégé qualifies for: small business, 8(a), HUBZone, SDVOSB, or WOSB/EDWOSB.
The rules are at 13 CFR 125.9 (the program) and 13 CFR 125.8 (joint ventures). Since November 16, 2020, SBA has run a single program: the former 8(a) Mentor-Protégé Program was merged into what had been called the "All Small" Mentor-Protégé Program, so searches for "All Small MPP" and "SBA MPP" describe the same thing today.
| Rule | Requirement | Source |
|---|---|---|
| Agreement term | Up to 6 years; a shorter agreement can be extended to a 6-year total | 125.9(e)(5) |
| Protégé lifetime limit | Generally two agreements (or a second 6-year term with the same mentor); never more than 12 years as a protégé | 125.9(c)(4) |
| Mentors per protégé | Generally one at a time; SBA may approve a second non-conflicting mentor | 125.9(c)(2) |
| Protégés per mentor | Generally no more than three at one time (parent and subsidiaries counted together) | 125.9(b)(3) |
| Mentor equity in protégé | Up to 40%, to help the protégé raise capital | 125.9(d)(2) |
| Protégé work share in a JV | At least 40% of the work performed by the joint venture | 125.8(c) |
| JV award window | Offers may be submitted for 2 years from the JV's first award, with no cap on the number of awards | 121.103(h) |
| Annual protégé report | Within 30 days of each anniversary of SBA approval | 125.9(g) |
| Termination notice | 30 days to the other party and SBA | 125.9(e)(4) |
A small business can be both a protégé and a mentor at the same time if SBA is satisfied the relationships do not conflict. A mentor with multiple protégés cannot submit competing offers on the same solicitation through different mentor-protégé JVs, and cannot hold positions on the same small business multiple-award contract through two protégé JVs.
Do not submit an offer as a mentor-protégé JV before SBA approves the agreement. The exclusion from affiliation exists only if the approval is in place when the JV submits its offer.
Once the agreement is approved, the mentor and protégé typically form a joint venture — usually an LLC with its own UEI and CAGE code in SAM — to pursue set-aside contracts. For set-aside work, the JV agreement must contain the provisions listed in 13 CFR 125.8(b)(2), including:
For WOSB, HUBZone, SDVOSB, and 8(a) set-asides, the program-specific JV rules also apply — for example, the certified protégé must be the managing venturer and must be designated with that status in SAM. Before performance begins, the protégé must submit a written certification, signed by both partners, that the JV agreement complies and that the contract will be performed in line with the work-share rules. Performance-of-work reports go to SBA and the contracting officer within 45 days after each operating year and within 90 days after contract completion. For how JVs compare with teaming agreements, see joint ventures and teaming.
Agencies must consider the experience and past performance of each JV partner as well as the JV itself. An agency may rely entirely on the mentor's record, or require some experience from the protégé — but it cannot require the protégé to meet the same criteria as other offerors. This is how a protégé builds a record it could not build alone; JV performance then appears in CPARS and supports future past performance volumes.
A mentor-protégé JV on a set-aside contract has to pass two separate tests:
An SDVOSB protégé and its large mentor win a $10 million SDVOSB set-aside services contract as a JV.
Track the split monthly by labor dollars and hours. A protégé that falls below 40% has no clean way to catch up late in performance, and the annual performance-of-work report will show the shortfall.
Growth is the goal, but it changes what the JV can pursue. Once the protégé is no longer small for the NAICS code under which SBA approved the relationship, the JV can no longer seek new small business contracts in codes with the same or lower size standard; it may still pursue codes where the protégé remains small. Contracts already awarded generally continue to count as small business awards. For contracts longer than five years, recertification is required before the end of year five and before later options, and a JV whose protégé has grown cannot recertify as small. The protégé also has a right of first refusal if the mentor sells its JV interest.
The Department of Defense runs a separate program under 10 U.S.C. 4902, implemented in DFARS subpart 219.71 and DFARS Appendix I. It was a pilot for decades and was made permanent by section 856 of the FY2023 NDAA; the implementing DFARS rule took effect in March 2024.
| SBA MPP | DoD MPP | |
|---|---|---|
| Main benefit | JV can compete for set-asides as small | Mentor reimbursement or credit toward subcontracting goals for developmental assistance |
| Protégé eligibility | Any small business | Small business that is also SDB, WOSB, HUBZone, SDVOSB, tribally or NHO owned, a nontraditional defense contractor, employs severely disabled individuals, or provides critical capabilities |
| Mentor | Any for-profit firm | Generally other than small, with DoD OSBP approval |
| Approval | SBA | Military department or defense agency OSBP |
| JV set-aside benefit | Yes | No — only SBA-approved relationships carry the JV exclusion from affiliation |
Many firms hold both: a DoD agreement that funds training and technical assistance, and an SBA agreement that enables JV bidding. SBA requires a protégé to disclose other mentor-protégé agreements and to show that the SBA agreement's assistance is different. Defense firms should also read our defense contracting guide. Some civilian agencies have operated their own mentor-protégé programs; like the DoD program, those do not by themselves create set-aside JV eligibility.
Mentors that fail to provide the promised assistance can have the agreement terminated, become ineligible to mentor again for two years, and see SBA recommend stop-work orders on their JV contracts. For larger primes, mentoring also interacts with subcontracting plans.
It is SBA's mentor-protégé program under 13 CFR 125.9, open to any small business. Since November 2020 SBA has run a single program that absorbed the former 8(a) mentor-protégé program. An approved mentor provides business development assistance, and the mentor and protégé can form a joint venture that qualifies as small for any set-aside the protégé qualifies for.
Up to six years. A shorter initial agreement can be extended so that the total does not exceed six years. A protégé may generally have two mentor-protégé agreements, or a second six-year term with the same mentor, but can never be a protégé for more than 12 years in total.
The protégé must perform at least 40% of the work performed by the joint venture on a set-aside contract, and that work must be more than administrative or ministerial. The partners' work is aggregated, and all work by the mentor and its affiliates counts as the mentor's. Separately, the joint venture as a whole must meet the limitation on subcontracting.
No. Under 13 CFR 125.8(c)(4), work performed by a similarly situated entity does not count toward the requirement that a protégé perform at least 40% of the work performed by the joint venture. Similarly situated subcontractors help the joint venture meet the limitation on subcontracting, but the protégé's 40% must be work it performs itself.
There is no numeric cap. A joint venture may submit offers for two years from the date of its first contract award, and it can still receive awards after that window for offers submitted within it. After two years, the partners can form a new joint venture if they want to keep bidding together.
Yes. Any for-profit business, including an other-than-small business, can be a mentor if it can deliver the promised assistance, has good character and a favorable financial position, is not debarred or suspended, and is not affiliated with the protégé. A mentor can generally have no more than three protégés at one time.
The SBA program lets a mentor-protégé joint venture compete for small business set-asides. The DoD program, made permanent by the FY2023 NDAA, instead reimburses mentors or gives them credit toward subcontracting goals for developmental assistance to eligible protégés, and it does not create joint venture set-aside eligibility. Firms can participate in both if the assistance does not overlap.