Employee Buyout Under 24 Months: SBA Rules
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
The owner of a business wants to sell 100% of it, for $1,200,000, to a manager who joined 18 months ago. The manager has never owned any of it. The owner will not keep a stake.
- Who is buying: An owner buyout (an owner, employee or new partner buying all or part of an owner's stake)
- Business purchase price: $1,200,000
- Buyer in the business the last 24 months in a row: no
- 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: no
What SBA requires here
SBA category
Initial Acquisition
The buyer has worked in the business for fewer than 24 months and ends up with 50% or more (or as the largest owner), so the SOP treats this as an Initial Acquisition, not an Owner Buyout.
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 |
|---|---|
| Minimum debt service coverage | 1.25 to 1 |
| Business valuation | Independent valuation required |
| Quality of earnings report | Not required |
| The seller after closing | Consultant only, up to 24 months |
| Loan term | Up to 10 years |
| Who signs the loan | You and the business, together |
| Collateral | Business 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 buyout once the manager has been there 24 months in a row, run through the same rules. See that scenario on its own.
| This deal | After 24 months | |
|---|---|---|
| SBA category | Initial Acquisition | Owner Buyout |
| Down payment | 10%, cannot be reduced | 10%, lender may reduce or waive |
| Minimum debt service coverage | 1.25 to 1 | 1.25 to 1 |
| Business valuation | Independent valuation required | Independent valuation required |
| Quality of earnings report | Not required | Not required |
| The seller after closing | Consultant only, up to 24 months | May stay on |
| Loan term | Up to 10 years | Up to 10 years |
| Who signs the loan | You and the business, together | The 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.
SBA category
Initial Acquisition
The buyer has worked in the business for fewer than 24 months and ends up with 50% or more (or as the largest owner), so the SOP treats this as an Initial Acquisition, not an Owner Buyout.
- Down payment
- 10%, cannot be reduced
- What can count toward it
- Half can be a seller note
- Minimum debt service coverage
- 1.25 to 1
- Business valuation
- Independent valuation required
- Quality of earnings report
- Not required
- The seller after closing
- Consultant only, up to 24 months
- Loan term
- Up to 10 years
- Who signs the loan
- You and the business, together
- Collateral
- Business assets, then personal real estate
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)
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)
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)
An independent valuation by an accredited Qualified Source, prepared for the lender (not for the buyer or seller). If the price is above the valuation, the difference has to be made up with equity.
SOP 50 10 8.1, Appendix 15, Para. C.1 (Business Valuation Requirements)
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 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)
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)
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)
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.
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 an employee buyout under 24 months?
Initial Acquisition. The buyer has worked in the business for fewer than 24 months and ends up with 50% or more (or as the largest owner), so the SOP treats this as an Initial Acquisition, not an Owner Buyout.
How much down payment does an employee buyout under 24 months 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 an employee buyout under 24 months?
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 an employee buyout under 24 months 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 an employee buyout under 24 months?
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.