What an SBA 7(a) acquisition loan requires, as of October 1, 2026.
The Small Business Administration rewrote its lending procedures for business acquisitions this year. These are the rules a buyer, a seller and their advisors meet on a 7(a) acquisition loan, taken from the procedure itself. Capital Row is not a lender and does not package or broker loans; this page is information, not advice.
The rulesTen rules a buyer and a seller meet on a 7(a) acquisition loan.
The most any one standard 7(a) loan can be. SBA guarantees 75 percent of loans above $150,000 and 85 percent at or below it, with a maximum guaranty of $3.75 million to one business and its affiliates.
Source: SBA SOP 50 10 8.1, Maximum Loan Amount; Appendix 16Measured on total project cost, or for an owner buyout on the purchase price. For a first acquisition the injection cannot be reduced or eliminated. For a business expansion or an owner buyout the lender may reduce or eliminate it where the borrower has the liquidity and working capital to sustain operations after the transaction and no negative net worth at the last fiscal year end.
Source: SBA SOP 50 10 8.1, Appendix 15, Equity RequirementsSeller debt counts toward the equity injection only if it is subordinated and on full standby, with no payments of principal or interest for the term of the 7(a) loan, and only up to half of the required injection. Every other seller note is debt.
Source: SBA SOP 50 10 8.1, Appendix 15, Standby Debt AgreementsWhere the business purchase price, real estate excluded, exceeds $350,000, or the buyer and seller are related, the lender must obtain a valuation from an accredited, independent valuator, prepared for the lender. A valuation prepared for the buyer or the seller may not be used.
Source: SBA SOP 50 10 8.1, Appendix 15, Financial Due Diligence: Business ValuationFor an initial acquisition or a business expansion at a business purchase price of $3 million or more, measured before buyer equity or seller debt, the lender must obtain a quality of earnings report with a cash proof, from an independent financial professional, for the lender. A report the buyer commissioned may be used only after one of the lender’s approved vendors reviews it; one prepared by or for the seller may not. Owner buyouts, employee stock ownership plans, cooperatives and owner-occupied special purpose properties are exempt.
Source: SBA SOP 50 10 8.1, Appendix 15, Financial Due Diligence: Quality of Earnings1.25 for an initial acquisition, an owner buyout, or a purchase by an employee stock ownership plan or cooperative; 1.15 for a business expansion. Earnings before interest, taxes, depreciation and amortization, on a historical basis or with prudent, documented adjustments, divided by all debt service after the transaction, using the last fiscal year or the average of the last two. Where a quality of earnings report is required, the lender uses its earnings. Projections may be used only for an owner-occupied special purpose property.
Source: SBA SOP 50 10 8.1, Appendix 15, Lender’s Credit AnalysisFor the business, goodwill and working capital, with no balloon. Only the real estate portion may run longer, to 25 years, blended on a weighted average. An owner-occupied special purpose property may run to 25 years where real estate is 85 percent or more of total project costs.
Source: SBA SOP 50 10 8.1, Appendix 15, Loan MaturitiesIn an initial acquisition or a business expansion, the seller may not remain as an officer, director, stockholder or employee. A consulting role of up to 24 months in total, extensions included, is allowed. Seller earnouts are prohibited.
Source: SBA SOP 50 10 8.1, Appendix 15, Change of Ownership RequirementsFrom March 1, 2026, every direct and indirect owner and every SBA-required guarantor must be a U.S. citizen or national with a principal residence in the United States, its territories or possessions. Lawful permanent residents are no longer eligible. A narrow exception allows some limited or supplemental guaranties.
Source: SBA Procedural Notice 5000-876626, effective March 1, 2026For fiscal year 2027, set by the gross loan amount and charged on the guaranteed portion: 2 percent for loans of $150,000 or less; 3 percent to $700,000; above that, 3.5 percent on the first $1 million of the guaranteed portion and 3.75 percent on the rest. A $5 million loan at a 75 percent guaranty carries an upfront fee of $138,125. Loans of $700,000 or less to manufacturers, food supply chain businesses and rural businesses carry none.
Source: SBA Information Notice 5000-881797, effective October 1, 2026What a seller can agree to, and who may be paid for a referral.
What a seller can and cannot agree to
- A seller note that counts as the buyer’s equity is on full standby for the life of the loan: no principal and no interest until the SBA loan is repaid. Interest may accrue, and the note may amortize afterward.
- A seller note that is not on standby is debt, and the total debt supporting the purchase, including that note, is limited to the valuation amount. If the price exceeds the valuation, the difference is made up with equity or standby funds.
- The seller cannot take an earnout. Working capital true-ups are allowed.
- The seller cannot remain in the business except as a consultant for up to 24 months. In a partial buyout, a selling owner who keeps under 20 percent must give a full guaranty of the full loan amount for at least two years after final disbursement.
- The lender checks the seller’s financial data against IRS tax transcripts, and the quality of earnings report, where one is required, must reconcile the accountant-prepared statements, the tax returns, the internal statements and the transcripts.
- Out-of-pocket costs of the valuation and the quality of earnings report may be passed to the borrower, and count toward the borrower’s equity injection.
What it means for a software or services acquisition
A buyer is treated as expanding, rather than acquiring for the first time, only if it has operated for two full fiscal years under its current ownership, is buying 100 percent of the target, and the target is in the same four-digit NAICS industry group. Otherwise the deal is an initial acquisition: the 10 percent injection cannot be waived, debt service coverage must reach 1.25, and a quality of earnings report is required at a business purchase price of $3 million or more. Intangible assets and goodwill, which are most of what a software company is, are financeable on a ten-year term. A virtual business may be confirmed without a physical site visit if the lender documents the alternative.
Who may broker a business loan
In California, a broker license under the California Financing Law covers brokering commercial loans only to licensed finance lenders, not to banks or credit unions, and a new law approved on September 30, 2026, will require commercial financing brokers to be licensed for offers of $500,000 or less to small businesses from July 1, 2028. Capital Row makes acquisition financing introductions and does not package or broker loans.
This page summarizes the SBA's procedure as published; the procedure governs. The rules differ for partial changes of ownership, employee stock ownership plans and special purpose properties, and SBA notices change them. Confirm the items that apply to your deal with your lender, attorney and certified public accountant before you rely on them.
- SBA, SOP 50 10 8.1, Lender and Development Company Loan Programs, with Technical Policy Updates, effective October 1, 2026
- SBA Information Notice 5000-880695, Issuance of SOP 50 10 8.1, August 14, 2026
- SBA Information Notice 5000-881797, 7(a) Fees Effective October 1, 2026 for Fiscal Year 2027 and 90-Day Rule Clarification, September 3, 2026
- 13 CFR Part 103, Standards for Conducting Business with SBA
- Live Oak Bank, SOP 50 10 8.1: Buying a business with a 7(a) loan now works differently, September 3, 2026
- SBA Policy Notice 5000-876441, citizenship and residency requirements, effective March 1, 2026
- SBA Procedural Notice 5000-876626, Revised Applicant Ownership, Citizenship, and Residency Requirements for 7(a) and 504 Loans, effective March 1, 2026
- California Department of Financial Protection and Innovation, About the California Financing Law, updated August 12, 2025
- California Department of Financial Protection and Innovation, California Finance Lenders License FAQs
- California AB 2116 (2025 to 2026), Chapter 823, Statutes of 2026, commercial financing provider and broker licensing, approved September 30, 2026
Buying a business? Planning a partner buyout?
Start with the financing need.
Through acquisition financing, Capital Row introduces financing needs it has already read to financing providers. The provider handles its application, underwriting and credit decision.
Introductions only. Capital Row is not a lender and does not package or broker loans.