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Buying a Business Under $350,000 With an SBA Loan

Under SOP 50 10 8.1 this is Initial Acquisition. Down payment: 10%, cannot be reduced. Minimum debt service coverage: 1.25 to 1. Quality of earnings report: not required. The seller after closing: consultant only, up to 24 months.

The deal

A buyer with no stake in the business and no relationship to the seller agrees to buy a small service business for $300,000. No building is part of the deal.

  • Who is buying: A new owner with no stake in the business today
  • Business purchase price: $300,000
  • Close relationship between buyer and seller: no

What SBA requires here

SBA category

Initial Acquisition

A new owner who was not already an owner or a 24-month employee: Initial Acquisition, the default category.

Business valuation

Lender may value it in house

With a business purchase price of $350,000 or less and no close relationship between buyer and seller, the lender may do its own valuation.

SOP 50 10 8.1, Appendix 15, Para. C.1 (Business Valuation Requirements)

Down payment10%, cannot be reduced
What can count toward itHalf can be a seller note
Minimum debt service coverage1.25 to 1
Quality of earnings reportNot required
The seller after closingConsultant only, up to 24 months
Loan termUp to 10 years
Who signs the loanYou and the business, together
CollateralBusiness assets, then personal real estate

Each answer is explained, with its SOP 50 10 8.1 citation, in the structurer below.

What changes if one answer is different

The same deal at $500,000, run through the same rules.

This dealAt $500,000
SBA categoryInitial AcquisitionInitial Acquisition
Down payment10%, cannot be reduced10%, cannot be reduced
Minimum debt service coverage1.25 to 11.25 to 1
Business valuationLender may value it in houseIndependent valuation required
Quality of earnings reportNot requiredNot required
The seller after closingConsultant only, up to 24 monthsConsultant only, up to 24 months
Loan termUp to 10 yearsUp to 10 years
Who signs the loanYou and the business, togetherYou and the business, together

Change the answers

The structurer below is loaded with this deal. Change any answer to see how the SBA rules move. Open the full change of ownership calculator.

Who is buying?

$
$
Is there a close relationship between buyer and seller?Family, or close business ties. It matters for the valuation at $350,000 or less.

SBA category

Initial Acquisition

A new owner who was not already an owner or a 24-month employee: Initial Acquisition, the default category.

Down payment
10%, cannot be reduced

At least 10% of the total project cost: the price plus closing costs, the guaranty fee and any working capital, not the price alone. It cannot be reduced or waived.

SOP 50 10 8.1, Appendix 15, Para. C.2.a (Equity Requirements)

What can count toward it
Half can be a seller note

Cash that is not borrowed (including a gift) counts in full. A seller note or other debt on full standby (no principal or interest for the life of the SBA loan) and minority investors (under 20%, no control) can together cover no more than half.

SOP 50 10 8.1, Appendix 15, Para. C.2.a (Source of Equity Injections)

Minimum debt service coverage
1.25 to 1

The business has to cover its debt payments 1.25 times, using the last fiscal year end or the average of the last two.

SOP 50 10 8.1, Appendix 15, Para. C.2 (Lender's Credit Analysis)

Business valuation
Lender may value it in house

With a business purchase price of $350,000 or less and no close relationship between buyer and seller, the lender may do its own valuation.

SOP 50 10 8.1, Appendix 15, Para. C.1 (Business Valuation Requirements)

Quality of earnings report
Not required

Required only at a business purchase price of $3 million or more.

SOP 50 10 8.1, Appendix 15, Para. C.1 (Quality of Earnings)

The seller after closing
Consultant only, up to 24 months

The seller cannot stay as an owner, officer, director or employee, but the business can hire them as a consultant for up to 24 months in total.

SOP 50 10 8.1, Appendix 15, Para. A (Change of Ownership Requirements)

Loan term
Up to 10 years

A loan that finances a change of ownership cannot amortize over more than 10 years, and cannot have a balloon. Only owner-occupied real estate bought in the same deal can go longer.

SOP 50 10 8.1, Appendix 15 (Loan Maturities)

Who signs the loan
You and the business, together

A 7(a) loan cannot be made to an individual alone. A person buying 100% of the shares signs as a Co-Borrower with the business, jointly and severally. If a company you form buys the business, that company is the Borrower, with the business you buy as Co-Borrower if it stays a separate entity.

SOP 50 10 8.1, Appendix 15 (Types of Changes of Ownership)

Collateral
Business assets, then personal real estate

The lender takes a lien on everything bought (vehicles have their own rule) and on the business's fixed assets. If they do not cover the loan, it must take available equity in personal real estate (home, investment property and other commercial property) solely owned by each Co-Borrower, owner of 20% or more and guarantor. Property with less than 25% equity is not required, and the lien can be limited to the shortfall. On a 7(a) Small or SBA Express loan, other commercial real estate is left out of that test, but a home is not.

SOP 50 10 8.1, Appendix 15 (Collateral)

Watch for

  • Seller earnouts are prohibited. A working capital true-up at closing and rebates from the seller to the buyer are allowed.

SBA minimums from SOP 50 10 8.1 (effective October 1, 2026). Lenders can ask for more. General information, not a loan approval or legal advice. More SBA rules, answered.

Questions

What SBA change of ownership category is a business purchase under $350,000?

Initial Acquisition. A new owner who was not already an owner or a 24-month employee: Initial Acquisition, the default category.

How much down payment does a business purchase under $350,000 need?

10%, cannot be reduced. At least 10% of the total project cost: the price plus closing costs, the guaranty fee and any working capital, not the price alone. It cannot be reduced or waived.

What debt service coverage does the lender need for a business purchase under $350,000?

1.25 to 1. The business has to cover its debt payments 1.25 times, using the last fiscal year end or the average of the last two.

Does a business purchase under $350,000 need a quality of earnings report?

Not required. Required only at a business purchase price of $3 million or more.

Can the seller stay on after a business purchase under $350,000?

Consultant only, up to 24 months. The seller cannot stay as an owner, officer, director or employee, but the business can hire them as a consultant for up to 24 months in total.

SBA minimums from SOP 50 10 8.1 (effective October 1, 2026), Appendix 15. Lenders can ask for more. General information, not a loan approval or legal advice.