Change of Control, Organization or Structure

Change of Control, Structure or Organization is a type of substantive change defined by HLC policy. Generally, a Change of Control, Structure or Organization (referred to in these policies as a “transaction”) is one that affects, or may affect, how control, structure or governance occurs at the institution.

As set forth in this policy, an institution must notify HLC regarding some changes that constitute a Change of Control, Structure or Organization or must seek prior HLC approval prior to undergoing other changes that constitute a Change of Control, Structure or Organization.

Approval of an application for Change of Control, Structure or Organization, when required, shall be necessary prior to consummation of the transaction in order to provide for the continued accreditation of the institution following the transaction. In some cases, a Change of Control, Structure or Organization may also require approval from the U.S. Department of Education or an authorizing agency.

Eligibility for Change of Control, Structure or Organization Requiring Prior HLC Approval

Only a member institution holding accredited status is eligible to apply for a Change of Control, Structure or Organization that requires prior HLC approval. A member institution shall apply for HLC approval of a proposed Change of Control, Structure or Organization through the processes outlined in these policies and HLC’s published Change of Control, Structure or Organization procedure.

The HLC Board of Trustees will consider an application for a Change of Control, Structure or Organization for a member institution on a sanction or under a Show-Cause Order only if there is substantial evidence that the proposed transaction resolves the issues the institution must address during the sanction or Show-Cause period and the application otherwise meets each of the Key Factors identified in HLC policy.

Transactions Requiring Prior HLC Approval

Transactions that require prior HLC approval pursuant to this policy include, but are not limited to, the following:

1. Sale or transfer to, or acquisition by, a new related entity, including a new owner (a) of all, or a substantial portion of, the institution’s assets, or (b) the assets that comprise an additional location, including a branch campus. This item does not include any transfer that constitutes only the granting of a security interest.
2. Merger or consolidation of an entity or institution into the structure of the institution, including through acquisition.
3. The acquisition of a campus, including a branch campus or an additional location, from another institution, including in order to provide for teach out of the students from another institution.
4. The acquisition of an educational program from another institution.
5. The division of the institution, including into one or more institutions or components, where the transaction may reasonably affect the control of the institution as determined by HLC or by the U.S. Department of Education.
6. Stock transactions including Initial Public Offerings of stock as well as those transactions wherein an individual, entity or group acquires and controls 25% of the total outstanding shares of stock of the member institution, or an individual, entity or group (as defined by Section 13(d)(3) of the Securities and Exchange Act of 1934) increases or decreases its control of shares to greater or less than 25%, through individual or cumulative transactions, of the total outstanding shares of the stock of the institution.
7. Change of corporate form, governance structure or conversion, including, but not limited to: change from a limited partnership to corporation; change from a limited liability corporation to a corporation; change from a not-for-profit corporation to a for-profit corporation; change from a private institution to a public institution; change from a not-for-profit corporation controlled by members to one controlled by its board of directors; or significant change in the size of the institution’s governing board.
8. Any of the transactions in items 1 through 7 above involving a related entity and where the transaction may reasonably affect the control of the accredited institution as determined by HLC or by the U.S. Department of Education.
9. Sale, transfer or release of an interest in the institution such that there is change in the management or governance of the institution.
10. Transfer of substantial academic or operational control of the institution to a third-party entity.

Change of Control, Structure, or Organization Without Required Prior HLC Approval

Should an institution undertake a Change of Control, Structure or Organization without prior approval, when such is required, the HLC president shall have the authority to take a recommendation to the appropriate HLC decision-making body to require regular monitoring, a sanction, a Show-Cause Order or withdrawal of accreditation for an institution, subject to HLC policy and procedures related to such actions, including that an institution shall have at least 14 days to prepare and submit a response to any proposed recommendation by the HLC president.

Transactions Requiring HLC Notification

An institution must promptly notify HLC of any other Change of Control, Structure or Organization that is not separately identified in this policy or that may be separately identified in the policy but may not be reasonably known by, or subject to the control of, the institution, or a related entity prior to the transaction (e.g., disposal of stock by an investor). A Change of Control, Structure or Organization that requires notification includes, but is not limited to: a change in the structure and composition of the board of trustees of the institution, other than those due to normal or mid-term completion of board members’ terms or removal or replacement of board members or revision of corporate bylaws through regular review processes; and the sale or transfer of a block of stock that constitutes less than 25% but more than 10% of the total outstanding voting shares of the member institution or a related entity.

In certain cases, HLC may determine that the Change of Control, Structure or Organization requires approval under this policy or that routine monitoring is required under HLC policy even if the Change of Control, Structure or Organization requires notification.

Policy History

Last Revised or Edited: February 2026
First Adopted: June 2009
History:* revised February 2010; revised November 2012 (policies combined, see note); revised June 2019; revised June 2020; revised November 2020; edited February 2021; revised February 2022; revised November 2022; revised and renumbered June 2023 (former policy number INST.B.20.040); revised and edited February 2026
Notes: Policies combined November 2012: 3.3, 3.3(a), 3.3(b), 3.3(e), 3.3(f).

* In the history, “revised” indicates that the HLC Board of Trustees adopted changes to the policy, and “edited” indicates that HLC staff made technical amendments or minor editorial revisions that did not require formal Board approval.