The Change of Ownership and Conversion Improvement Act aims to reform the Department of Education's (ED) process for reviewing changes in ownership and conversions of higher education institutions. Congress finds that while these transactions can benefit students, ED's current review process is excessively slow due to understaffing, with some institutions waiting years for determinations. This delay hinders innovation and efficient institutional transitions, particularly for proprietary schools seeking to convert to nonprofit status. To address these issues, the bill introduces **administrative fees** for applications involving changes of ownership or conversions. These fees, calculated as a percentage of Title IV revenue (capped at $120,000), will exclusively fund ED staff dedicated to processing these applications. For conversion applications, a portion of the fee will also be remitted to the Internal Revenue Service (IRS) to support their review of tax-exempt status. The legislation mandates that ED approve or deny materially complete applications within **90 days**, with limited exceptions for good cause extensions, and applications are **deemed approved** if ED fails to meet this deadline without justification. The bill establishes stringent requirements for proprietary institutions converting to nonprofit status, ensuring the acquiring entity pays no more than **fair market value** for assets and services. Crucially, if individuals have substantial interests on both sides of a conversion transaction, a **disinterested committee of directors** must approve the deal to prevent self-dealing. Furthermore, institutions approved for conversion will undergo a **5-year monitoring period** by ED and the IRS, funded by an annual fee, to ensure ongoing compliance with nonprofit and tax-exempt requirements. Waivers from monitoring are possible if there is no ongoing financial relationship with former owners. To enhance transparency, ED must publish the reasoning for all approval or denial decisions in the Federal Register. The Secretary is also required to publish clear guidelines for application materials and submit annual reports to Congress detailing review times and outcomes. These amendments will apply to applications submitted on or after January 1, 2026, with the Government Accountability Office tasked to report on the Act's implementation within five years.