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Buying the Family Business With an SBA Loan

Under SOP 50 10 8.1 this is Owner Buyout. Down payment: 10%, lender may reduce or waive. Minimum debt service coverage: 1.25 to 1. Quality of earnings report: not required. The seller after closing: may stay on.

The deal

A daughter who has worked full time in her father's business for six years agrees to buy all of it from him for $300,000. He will not keep a stake. The two agree on the price between themselves.

  • Who is buying: An owner buyout (an owner, employee or new partner buying all or part of an owner's stake)
  • Business purchase price: $300,000
  • Buyer in the business the last 24 months in a row: yes
  • Buyer ends with 50% or more, or as the largest owner: yes
  • A current owner keeps some ownership: no
  • Negative net worth at the last fiscal year end: no
  • Close relationship between buyer and seller: yes

What SBA requires here

SBA category

Owner Buyout

An Owner Buyout (existing owner buyout): current owners or employees buying out an owner.

Business valuation

Independent valuation required

The price is $350,000 or less, but a close relationship between buyer and seller means an independent valuation by an accredited Qualified Source, prepared for the lender.

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

Down payment10%, lender may reduce or waive
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 closingMay stay on
Loan termUp to 10 years
Who signs the loanThe business and the buyer
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 price between buyer and seller with no close relationship, run through the same rules.

This dealNo close relationship
SBA categoryOwner BuyoutOwner Buyout
Down payment10%, lender may reduce or waive10%, lender may reduce or waive
Minimum debt service coverage1.25 to 11.25 to 1
Business valuationIndependent valuation requiredLender may value it in house
Quality of earnings reportNot requiredNot required
The seller after closingMay stay onMay stay on
Loan termUp to 10 yearsUp to 10 years
Who signs the loanThe business and the buyerThe business and the buyer

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?

$
Have you worked in the business for the last 24 months in a row?
Will you own 50% or more, or be the largest owner, afterward?Count what you hold directly and through any company or trust.
Does at least one current owner keep some ownership?
Did the buying business show a negative net worth at its last fiscal year end?
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

Owner Buyout

An Owner Buyout (existing owner buyout): current owners or employees buying out an owner.

Down payment
10%, lender may reduce or waive

At least 10% of the purchase price in the purchase agreement (about $30,000 on $300,000). The lender may reduce or eliminate it if the borrower has enough liquidity and working capital to run the business after the transaction, and the balance sheet was not negative at the last fiscal year end.

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
Independent valuation required

The price is $350,000 or less, but a close relationship between buyer and seller means an independent valuation by an accredited Qualified Source, prepared for the lender.

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

Quality of earnings report
Not required

Owner Buyouts and ESOP & Cooperative transactions are not subject to the QoE requirement.

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

The seller after closing
May stay on

The 24-month consultant limit applies to Initial Acquisitions and Business Expansions, not to an Owner Buyout, so the seller is not barred from staying on.

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
The business and the buyer

When owners or employees buy the shares, the business and the buyers are Co-Borrowers and sign the note jointly and severally. If the business instead redeems the departing owner's interest, the business is the Borrower and the remaining owners guarantee it under SBA's usual guaranty rules.

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

  • If the lender waives the down payment, the loan cannot include dedicated permanent working capital, in this or any other 7(a) term loan, for 90 days. Working capital has to come from existing cash or a line of credit.
  • 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 buying the family business?

Owner Buyout. An Owner Buyout (existing owner buyout): current owners or employees buying out an owner.

How much down payment does buying the family business need?

10%, lender may reduce or waive. At least 10% of the purchase price in the purchase agreement (about $30,000 on $300,000). The lender may reduce or eliminate it if the borrower has enough liquidity and working capital to run the business after the transaction, and the balance sheet was not negative at the last fiscal year end.

What debt service coverage does the lender need for buying the family business?

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 buying the family business need a quality of earnings report?

Not required. Owner Buyouts and ESOP & Cooperative transactions are not subject to the QoE requirement.

Can the seller stay on after buying the family business?

May stay on. The 24-month consultant limit applies to Initial Acquisitions and Business Expansions, not to an Owner Buyout, so the seller is not barred from staying on.

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.