How SBA Loans For Buying A Business Work
An SBA acquisition loan is a 7(a) loan that a bank or lender makes to help you buy an existing business, with part of it guaranteed by the U.S. Small Business Administration. That guaranty is why lenders will finance goodwill with as little as 10% down. Here is how the whole thing works, start to finish.
In This Guide
What An SBA Acquisition Loan Is
SBA does not lend you the money. A bank, credit union or non-bank lender does. SBA guarantees a large share of the loan, which means that if the business fails and the loan is not repaid, SBA covers most of the lender's loss. That promise changes what a lender is willing to do.
Without it, most banks will not lend against goodwill, the part of a purchase price that is not equipment, inventory or real estate. For a service business, a software company or a professional practice, goodwill can be most of the price. With the guaranty, a lender can finance a profitable business based on its cash flow instead of its hard assets.
The program is called SBA 7(a), after the section of the Small Business Act that created it. Buying a business is the single most common use of it, and the rules for it sit in one place in SBA's rulebook: Appendix 15 of SOP 50 10 8.1, which took effect on October 1, 2026.
What The Loan Can Pay For
One SBA 7(a) loan can cover nearly everything you need on closing day:
- The purchase price, including goodwill, customer lists and other intangible assets
- Working capital to run the business after you take over
- Your out-of-pocket deal costs, including the business valuation and a Quality of Earnings report
- The building, if it comes with the business and the business occupies it
- Paying off the seller's existing business debt as part of the purchase
Many buyers also add a working capital line of credit that closes alongside the term loan. We cover that in working capital and lines of credit at closing.
The Key Numbers
| Item | What SBA allows |
|---|---|
| Loan size | Up to $5,000,000 per Standard 7(a) loan |
| Down Payment | At least 10% of the total project cost, and it cannot be waived on a purchase |
| Seller note | Can be up to half of the Down Payment if it is on full standby |
| Term | Up to 10 years for the business, up to 25 years for real estate |
| Cash flow | The business must cover its loan payments at least 1.25 times |
| Seller after closing | Can consult for up to 24 months, but cannot stay as owner or employee |
The loan has no balloon payment. It is fully paid off over its term, with equal monthly payments.
If the business costs more than one SBA loan can cover, a lender can pair the $5 million SBA loan with a conventional loan that shares the collateral equally. That is called pari passu, and we explain it in buying a business over $5 million.
How The Down Payment Works
For a buyer purchasing a business they do not already own, SBA requires a Down Payment of at least 10% of the total project cost. The total project includes the price plus working capital and closing costs financed in the loan.
You do not need to bring all of it in cash. A seller note can cover up to half of the 10% if it is on full standby, meaning the seller receives no payments of principal or interest for the life of the SBA loan. Cash that is not borrowed, gifts, retirement funds and money from minority investors can cover the rest. Read the full rules in the SBA Down Payment guide.
Example: Buying A $1,500,000 HVAC Company
| Purchase price | $1,500,000 |
| Working capital and closing costs | $100,000 |
| Total project cost | $1,600,000 |
| Down Payment (10% of the project) | $160,000 |
| Seller note on full standby (up to half) | $80,000 |
| Buyer cash, gifts or investors | $80,000 |
| SBA 7(a) loan | $1,440,000 |
A simplified example. Your lender sets the exact project total, and the business cash flow has to support the loan.
How Lenders Decide How Much To Lend
Two numbers limit the loan: the business's value and its cash flow.
The value. Every SBA acquisition needs an independent business valuation, ordered by the lender from an accredited appraiser. If you agree to pay more than the valuation supports, you cover the gap with more Down Payment. The lender cannot lend past the valuation, and that cap includes any seller note that is not on full standby. When the business price is $3 million or more, the lender also needs a Quality of Earnings report. See how SBA business valuations work.
The cash flow. The lender looks at the last three years of the business's financials and asks whether its cash flow covers all the new debt payments with room to spare. SBA's minimum for a business purchase is a debt service coverage ratio of 1.25, meaning $1.25 of cash flow for every $1.00 of loan payments. The lender can use the last fiscal year or the average of the last two, with reasonable add-backs. It cannot rely on your projections to get there. Our DSCR guide shows the math.
Then there is you. Lenders want a buyer who can run the business. That usually means management experience, industry experience, or a strong team, plus personal credit in good shape. SBA requires anyone who will own 20% or more after the sale to personally guarantee the loan, and every owner must be a U.S. citizen or U.S. national living in the U.S. (since March 1, 2026, permanent residents cannot own any share).
The Steps From Search To Closing
- Get pre-qualified. A pre-qualification letter tells sellers and brokers you can get financed before you make an offer. You can request one here.
- Find the business. Through brokers, online marketplaces or off-market outreach.
- Make an offer. A letter of intent sets the price, the structure and the timeline.
- Apply. Your loan package goes to lenders: tax returns, financials, your resume and personal financial statement.
- Underwriting and due diligence. The lender orders the valuation, and the Quality of Earnings report if needed. You dig into the business with your CPA and attorney.
- Approval and closing. The lender issues a commitment, attorneys draft the purchase agreement and loan documents, and the money moves on closing day.
Most deals close 60 to 90 days after the LOI is signed. The LOI to closing timeline breaks down each week.
Who Makes These Loans
Hundreds of lenders make SBA loans, but only some of them are good at acquisitions, and their appetites differ a lot. Some prefer manufacturing and construction. Some like professional practices. Some will not touch restaurants or do deals under $1 million. Some have authority to approve loans themselves, which is faster.
That is the problem a broker solves. We take your deal to the lenders that fit it, from a network of 50+, so they compete for it. You can also browse our rankings of the top SBA lenders by industry to see who is active in yours.
Commercial Landscaping, Snow Removal & Mulch Supply Company
Investor-backed: 5% down + 5% seller note on full standby
Aerospace-Certified Precision Machine Shop
10% down + seller note on 24-month standby
Real loans we placed. Borrower and lender names are kept private. See all closed deals.
Is An SBA Loan The Right Fit?
An SBA acquisition loan usually fits when:
- The business is profitable and has a few years of tax returns to prove it
- The price is mostly goodwill, so a regular bank loan would need far more down
- You want a 10-year repayment, which keeps the monthly payment manageable
- You can bring at least 5% in cash, with the seller carrying the other 5% on standby
It may not fit when the business is losing money, when its earnings cannot be verified in tax returns, or when it is in a business type SBA does not finance, such as passive real estate or lending. Compare your options in SBA vs conventional vs seller financing, and see the full product page for SBA business acquisition loans.
We do this every day. We tell you what your deal will qualify for before you make an offer, package it the way lenders want to see it, and take it to the SBA lenders that fit, so you choose the best offer. It costs you nothing; the lender pays us after closing.
- A pre-qualification letter you can show sellers and brokers
- Your deal in front of 50+ SBA lenders that compete for it
- One team with you from offer to closing day
Frequently Asked Questions
Does SBA lend me the money directly?
No. A bank or other SBA lender makes the loan. SBA guarantees a large share of it, which is why lenders will finance goodwill with as little as 10% down.
What is the largest SBA loan for buying a business?
A Standard 7(a) loan goes up to $5,000,000. Larger purchases can pair the SBA loan with a conventional loan that shares the collateral, called pari passu.
How much do I need down?
At least 10% of the total project cost. A seller note on full standby can cover up to half of that, so your own cash can be as little as 5%.
How long do I have to repay it?
Up to 10 years for the business. If the building is part of the deal, that portion can be repaid over up to 25 years.
Can I use an SBA loan to buy a franchise?
Yes. The brand has to be on the SBA Franchise Directory, and the same acquisition rules apply. See our franchise resale guide.
How long does it take to close?
Most acquisitions close 60 to 90 days after a signed letter of intent. Larger deals that need a Quality of Earnings report can take a little longer.
More In Learn How SBA Acquisition Loans Work
The full Buy A Business guide · SBA Business Acquisition Loans · Closed Deals · Pre-Qualification Letter · Best SBA Lenders For HVAC · Best SBA Lenders For Manufacturing
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