Ownership & certification · August 2026

Two Doors

You each own a company. Each company can earn a different government certification. The idea on the table is to swap 30% of each. Here is what that would actually do — and the cheaper way to get what you were after.

Prepared for Bobby & Bernice · plain English, no jargon

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The instinct was right

You each hold something the other doesn't. Between the two of you there's a veteran-owned company built on eighteen years in mortgage operations, and a tax and bookkeeping practice with its own client base. Two real businesses, two different strengths.

And there are specific doors you want to walk through together, where showing up as one solid thing feels stronger than showing up as two small ones. That's a reasonable instinct. Most people would have the same one.

The goal is right. The tool is wrong. Swapping shares is the one method that costs you something real and gives you nothing back. Everything below explains why, and what to use instead.

Before anything else

What the certification is and isn't worth

The government only allows women-owned set-asides in certain lines of work, and it publishes the list. Bernice's core services are on it — tax preparation, bookkeeping and accounting, payroll, and business consulting all qualify.

But we checked what that lane is actually worth before telling you it's worth chasing, and you should hear the honest number.

Every federal tax-preparation contract awarded in the last nineteen years adds up to about $8.5 million — and once foreign posts and the IRS's own internal transfers come out, roughly $5.6 million. That's around $300,000 a year, nationwide, shared among everyone.

So certifying in order to win federal tax work would be a mistake. That lane is close to empty, and we'd rather say so now than after you've paid for something.

The value is real, but it sits somewhere else:

And there's a question that comes before all of it

Qualifying by line of work is the easy half. The half that actually decides it is control — the government requires that the woman who owns the company also runs it day to day, holds the top officer position, and isn't so occupied elsewhere that she can't. That is where these applications usually fail, and it is not settled here.

We need a straight answer on who holds the top officer role and who runs the day to day, because the application turns on it — and an application that gets this wrong is worse than no application. There are a couple of specifics we want to go through with you directly rather than in writing.

The rule that decides it

Certifications don't come in slices

Every one of these certifications works the same way: one qualifying owner has to own at least 51% of the company. Not "most of it" — the number is 51, and 50.5% fails. One owner can clear it, or several together. What cannot clear it is 30%.

It is a switch, not a dial. Above the line the certification exists. Below it, nothing. There is no partial credit, no reduced version, no 30% benefit.

What a 30% stake earns you

30% — no certification, no preference, no access100%

What the owner keeps at 70%

70% — still above the line, certification intact100%

So a 30% stake in the other person's company buys no certification, no preference, and no access to a single contract. Do it in both directions and you have two stakes that each earn nothing. Two times nothing is nothing.

What changes if you do it

What the swap would actually cost

Nothing is gained. Here is what is spent.

Keeping the companies separate versus swapping 30% of each Left: two separately owned companies today. Bobby's is certified and its set-aside door is open; Bernice's is not yet certified, so her door is drawn closed but openable. Right: after a 30 percent cross-ownership swap, both companies sit inside a boundary marked as possibly one business — his certification at risk, hers harder to obtain. As it stands today If you swap 30% each way MAY BE TREATED AS ONE BUSINESS Bobby's company 100% Bobby CERTIFIED Bernice's company Sole owner — unconfirmed NOT YET CERTIFIED Veteran contracts OPEN Women-owned contracts CLOSED — OPENABLE, STEP 3 Bobby's company 70% Bobby / 30% Bernice Bernice's company 70% Bernice / 30% Bobby The same two doors HERS HARDER, HIS AT RISK LEGEND A company you own Open now Not open yet At risk Ownership link you would create
Today Bobby holds a key and Bernice can get one. The swap makes no new key — it just ties the two together.

The main cost

It ties the two companies together on paper

The government has a rule for deciding when two businesses are really one business wearing two hats. One of the things it looks for is the owners having money invested in each other's companies.

Right now the family version of that rule doesn't reach you. One thing already points that way — the two companies share an address — and that is manageable and explainable. Buying into each other is not: it is you raising your hand and saying we are connected, in writing, permanently, on the ownership records.

The knock-on

One problem would close both doors

Today, a question about Bernice's company cannot touch Bobby's. They're separate, so a problem in one stays in one.

Tie them together and a single challenge to either could put his certification and her application on the table at once. You'd be trading two independent chances for one shared one.

Timing

Bobby's certification is days old

It was approved on 20 August 2026. Changing who owns the company means going back to the agency, reporting the change, and swearing all over again that you still qualify.

That invites a fresh look at the newest, thinnest part of the file — for no gain.

If the goal was sharing money

There's a simpler way to do that

In Bobby's company the veteran has to receive at least 51% of any profit paid out, whatever the share certificates say. So a 30% stake could share in profits — just never in a controlling share of them.

But if sharing income is the point, a service agreement between the two companies does it directly, without touching either cap table. One caution if you go that way: don't let either company end up drawing most of its income from the other, because that dependence can tie them together on its own.

One thing worth checking either way

Both companies are corporations, so the certifications turn on who holds the voting stock. There's a wrinkle: if a company's own bylaws say certain decisions need a big majority — two thirds, say, rather than a simple one — then a 30% owner can block those decisions. At that point 70% is no longer really in charge, and the certification fails on control.

New York's default voting rules don't impose a supermajority on companies formed as recently as yours. What we haven't seen is your own paperwork. That's what we need from each of you.

Recommendation

Run both companies forward, separately

The same path that worked for Bobby, run a second time for Bernice — in parallel, not instead. In this order, because the second step can change everything after it.

  1. Leave both ownership structures exactly as they are

    Nobody buys into anybody. Nothing to report to any agency, and every certification stays reachable.

  2. Settle ownership and control first — before spending a dollar on certification

    Send us the bylaws, and the stock ledger showing who actually holds shares in each company. If Bobby already holds stock in the practice, or if Bernice isn't clearly the one running it, the certification isn't available and everything after this changes. This is the step that decides the rest, which is why it comes before the paperwork and not after it.

  3. Then certify — and point it at the right work

    Not at federal tax preparation — that lane is nearly empty — and not at Bobby's primary code, which is locked up by incumbents doing work neither of you does. At management consulting and payroll, where the work is spread widest.

    One thing to be straight about: neither of you has federal past performance yet — a track record of government contracts — and that is what agencies select on. It's the real constraint, it's normal at this stage, and it's the next thing we work on.

  4. Team up job by job, on paper, one job at a time

    When a contract needs both of you, sign a joint agreement for that specific job. It's a normal arrangement and there are rules built for it — we'll confirm the exact form before you sign anything. Both certifications stay clean, and when the job ends you're two separate companies again.

  5. Walk into shared opportunities as two companies with one offer

    One page, two names, one problem solved from both ends. No shared ownership required to do it.

What we need from you

For each company: the certificate of incorporation, the bylaws, any shareholder agreement, and the stock ledger. The certificate matters as much as the bylaws — a supermajority rule can sit in either one. And the ledger settles who actually owns what, rather than what everyone remembers owning.

Everything in this document came from public records and the government's own published rules, and what you told us back in June. We have not looked at anything belonging to Bernice's clients, and we won't.