Processes for Seeking Approval of Change of Control, Structure or Organization

Only the HLC Board of Trustees has the authority to act on an application for Change of Control, Structure or Organization.

Change of Control Review

An evaluation of an application for Change of Control, Structure or Organization shall be conducted primarily by peer reviewers in accordance with HLC’s published Change of Control, Structure or Organization procedure. The purpose of such an evaluation will be to determine the extent to which the application meets the evaluative framework for a Change of Control, Structure or Organization detailed in this policy. An evaluation for a Change of Control may take the form of a panel or may include an on-site visit.

The peer reviewers conducting an evaluation for a Change of Control shall prepare a written Change of Control Report that outlines the team’s findings related to the evaluative framework for a Change of Control, Structure or Organization.

An institution shall have the opportunity to provide a written response to a Change of Control Report following HLC policies for the provision of institutional responses.

Additional Requirements for Certain Transactions Constituting a Merger or Consolidation

A Change of Control, Structure or Organization involving the acquisition and subsequent merger or consolidation of an institution within the accreditation of another institution may be subject to additional requirements as set forth in this policy and HLC’s published Change of Control, Structure or Organization procedure.

When a member institution is being acquired and subsequently merged or consolidated into the accreditation of another institution, prior approval of the acquisition under these policies is required. Following approval of the acquisition, in addition to other requirements outlined in HLC policy, the acquired institution shall be placed on “Accredited Change of Control” status as set forth in HLC policy until resignation of membership or the Board removes the institution from that status.

When a member institution seeks to acquire and subsequently merge or consolidate another institution into its structure, the institution must first undergo prior approval of the acquisition. After approval of the acquisition, the institution may then seek subsequent approval of the merger or consolidation of the acquired institution into the accreditation of the member institution as set forth in HLC’s published Change of Control, Structure or Organization procedure.

Evaluative Framework for Change of Control, Structure or Organization

The following five Key Factors shall constitute the evaluative framework for determining whether to approve an application for Change of Control, Structure or Organization:

1. Whether the proposed change represents a natural extension of the mission, educational programs, student body and faculty that were in place when HLC last conducted a comprehensive evaluation of the member institution;
2. The ongoing continuation and maintenance of the institution that has historically been an HLC member institution with regard to its objectives, outreach, scope, structure and related factors;
3. The substantial likelihood that the institution will continue to meet the Eligibility Requirements and Criteria for Accreditation in light of the changes contemplated as part of the transaction;
4. Sufficiency of financial support for the transaction, including with respect to any applicable related entity involved in the transaction; and
5. The appropriateness of experience in higher education and accreditation, qualifications, and resources of new Board members or other individuals who play a key role in the member institution or related entities subsequent to the transaction, as well as such parties’ record of integrity in dealing with students, the business community, government agencies or other recognized accreditors.

Peer reviewers shall, in the Change of Control Report, determine whether each Key Factor is met, met with concerns, or not met.

Board Decision-Making Options

Approve, With or Without Conditions

If the Board determines that an application meets the Key Factors, with or without concerns, the Board shall approve an application for Change of Control, Structure or Organization, thereby authorizing the continuation of accreditation for the institution subsequent to the transaction, except as otherwise stated in this policy.

An action to approve an application for Change of Control, Structure or Organization may be subject to certain conditions. Such conditions may include, but are not limited to: limitations on new educational programs, student enrollment growth, development of new campuses or sites. Any conditions shall be communicated to the institution in the action letter from HLC. The closing of the transaction following Board approval shall be construed as agreement by the institution to any conditions articulated by the Board in its approval.

Defer

The Board may defer its consideration of an application for Change of Control, Structure or Organization to the next Board meeting date pending additional information or a requirement that the institution undergo additional review through the Eligibility Process or an on-site visit. Any requested information or required additional review shall be articulated to the institution in the action letter from HLC following the Board’s deferral.

Deny

If the Board determines that one or more Key Factors are not met or determines that the proposed transaction builds a new institution bypassing HLC’s established policies for seeking accreditation, the Board shall deny the application. In the event that the Board determines that a Key Factor that was identified as met or met with concerns in a Change of Control Report is not met, or that the proposed transaction builds a new institution bypassing HLC’s established policies for seeking accreditation, HLC will notify the institution prior to final action in accordance with HLC policy INST.E.70.010 Additional Board Procedures.

Effective Date of Board Approval

The Board’s action to approve an application for Change of Control, Structure or Organization may designate an effective date of approval provided that such date will be not later than 30 days from the date of the action. The Board’s approval will expire if the transaction is not consummated by the date designated and no longer be valid. In the absence of a designated effective date, if the institution does not consummate the Change of Control within the 30-day period following approval, the Board’s approval will expire and no longer be valid. In the event that the Board’s approval expires and is no longer valid, the institution must notify HLC and seek a revised effective date for the Board’s prior approval, which may involve providing additional information to HLC and another action by the Board. Any consummation of a transaction without a valid Board approval in place constitutes a Change of Control, Structure or Organization Without Required Prior HLC Approval as set forth in these policies.

Policy History

Last Revised or Edited: February 2026
First Adopted: June 2009
History:* revised February 2010; revised February 2012; revised June 2012; revised November 2012 (policies combined, see note); revised June 2015; revised February 2017; revised November 2018; revised November 2019; revised November 2020; edited February 2021; revised February 2022; revised November 2022; revised and renumbered June 2023 (former policy number INST.F.20.070); revised and edited February 2026
Notes: Policies combined November 2012: 3.3(c), 3.3(c)1, 3.3(c)2, 3.3(c)3, 3.3(d), 3.3(d)1.

* 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.