Complete Guide to SBA Financing to Buy a Business

Buy a Business with as Little as 5% Down | SBA 7(a) Loans Explained

Introduction

Buying a business is one of the most powerful ways to build wealth, but many first-time buyers assume they need millions in the bank to make it happen. The truth is, with SBA 7(a) financing, you can buy a business with as little as 5% down.This guide is for:

•Key employees who want to buy out the boss

•Companies looking to expand in the same industry

•Individuals looking to buy a business

The focus of this article is primarily on employees who want to purchase their employer. This guide breaks down how SBA financing works, what lenders look for, and how to plan to purchase a business.

Understanding the Banking Landscape

The SBA has its own loan policy, which is referred to in government speak as an SOP (Standard Operating Procedure). Each Bank has its own loan policy. The Bank's loan policy cannot be more liberal than the SBA's loan policy; however, it can be more conservative than the SBA's policy. Most banks' loan policies are far more conservative than the SBA's loan policy. A Loan Officer at a very large bank explained it this way: "We are considered too large to fail, so we cannot take the risk." Large banks typically don't want to make small loans to purchase businesses because it takes just as many resources to make a decision on a small loan as on a large loan.

Key Insight: The SBA guarantee is for the bank, not for you, the borrower. The SBA will reimburse between 70 and 90 percent of a bank's loss, yet many banks still won't provide SBA loans to higher-risk borrowers due to portfolio management concerns.

Smaller banks advertise that they provide business lending but tend to focus on commercial real estate rather than business acquisitions. From the bank's perspective, real estate provides recoverable collateral if a loan goes bad, whereas business acquisitions typically have no tangible collateral.

Important: There are only a select few banks whose loan policy mirrors the SBA loan policy. These are the banks we work with. They know who we are and like working with our clients.

What Is SBA 7(a) Financing?

The SBA 7(a) loan program is designed to help individuals buy businesses and companies expand by acquiring businesses.

Key Benefits for Individuals:
Low Down Payments
10% standard (or 5% with seller participation)
Extended Terms
10-year repayment (lower monthly payments)
Competitive Rates
Max interest rate is Prime + 2.75%
Complete Financing
Purchase price, goodwill, working capital, & closing costs

Key Benefits for Businesses Seeking to Expand:

Independent Valuation Protection

An added buyer benefit is that the SBA lender will hire an independent, outside third party to value the business. This third-party entity has undergone bank scrutiny to be added to the bank's approved vendor list. This is similar to how a bank hires an appraiser before granting a mortgage on a home. The lender wants to ensure the asset supports the loan amount. This protects the buyer from overpaying and ensures the transaction is grounded in fair market value.

SBA Loan for a Partner Buyout

The SBA loan policy does not specify the down payment required to buy out a partner. Our banks will focus on the length of time the person has been a partner (minimum two years documented on the K-1). They will also consider the person's role within the company. An active manager brings credibility; an absentee owner does not.

A business can buy another business

The SBA views these as lower-risk loans because there is a proven management team with a track record of successfully operating a business and managing cash flow. The acquiring company's established banking relationships, accounting systems, and processes support the acquisition and reduce integration risk. Business expansion loans consistently show default rates 40-60% lower than loans to first-time business buyers.

Understanding
SBA Loan Structure

The Business is the Borrower

Business income repays the loan. You provide a personal guarantee and must operate profitably.

Banks Analyze Historical Performance

Three years of tax returns required. Banks focus on proven cash flow, not projections.

Documentation Proves Viability

Significant financial changes require explanation and supporting documentation for approval.

Critical Point: The business is the borrower. Income generated from the business is used to repay the bank. As the owner, it is your responsibility to operate the business profitably. As such, you, the buyer/owner, will provide the bank with a personal guarantee.

The bank will study and analyze the business's HISTORICAL cash flow. Banks do not rely on projections. The bank will use three years of the business's tax returns and other information to make a decision. From the bank's perspective, the tax returns are signed under penalty of perjury. At the same time, business owners often present their businesses in the worst possible light to minimize their tax liability. The banks look at three years of tax returns. If there is a significant change from one year to the next, the bank will request an explanation and documentation to justify the substantial increase in profit.

Real World Example: Engineering & Land Surveying Business
Issue One: An increase in sales and net income just before the company is being sold.
Issue Two: Helping the junior partner who owns 5% of the business purchase the remaining 95% from the senior partner.
Background: In September 2024, the business acquired seven employees from a company that had closed. As a result of this happening late in the year, net income decreased. The company incurred higher payroll and employee benefits, as well as expenses for computers, trucks, and land surveying equipment. Although the employees worked in September, there was only a minor revenue increase on the tax return due to billing and collection timing.
Solution: The company provided monthly financial statements for 2023, 2024, and the year-to-date period through June 2025, which clearly showed an increase in sales, expenses, and net income. As a result, the bank agreed to consider this when determining the business's value.
Outcome: As a result of the junior partner having ownership and being actively involved in the business, our banking partner was willing to provide financing with no additional money down.

Documents Required for aLoan

Seller's Business Information:
Three years of business financial statements (ideally on an accrual basis)
Business tax returns (3 years)
Top 5 customers and revenue provided by year
Accounts receivable and accounts payable at fiscal year-end for the prior three years
Year-to-date income statement with balance sheet
List of key employees and roles
Buyer's Information:
Breakdown of how the loan proceeds will be used
Detailed business plan
Projections by month for 12 months for the business being acquired, and a projection for year 2
Business and personal tax returns
Personal financial statements (listing your assets and liabilities)
Resume
Other SBA forms
Important Note: If your projections are more than 10% over historical performance, you, as a buyer, lose credibility unless there is something unusual to justify the increase. The most common example is when a business buys a business that provides different services, and projections are higher due to cross-sale opportunities.

If the buyer is another business, the acquiring business will also need to provide the above information for their company.

Eligibility Requirements

Before applying for an SBA loan, the buyer must be:

A U.S. citizen or legal permanent resident
At least 21 years old
Have good character and credit history
In good standing with the IRS

*Past defaults on government loans can disqualify a buyer.

The Five Cs of Lending:

When banks evaluate a commercial loan application, they don't just look at the numbers. Their decision hinges on five key factors known as the Five Cs of lending. These principles help lenders assess the risk and viability of lending to a business.

1. Character
The borrower's reputation and trustworthiness. Lenders want to know if you have a history of meeting financial obligations, running your business ethically, and managing credit responsibly.
2. Capacity
Your ability to repay the loan. Banks analyze your cash flow, income statements, and debt service coverage ratios to ensure your business generates enough income to cover loan payments.
3. Capital
The money you invest in the business. A strong capital base shows lenders that you have "skin in the game," reducing their risk and signaling commitment. Note: the SBA's minimum amount is 5%.
4. Collateral
Assets that can secure the loan in case of default, such as equipment, real estate, or accounts receivable. It acts as a safety net for the lender. Note: According to the SBA loan policy, a shortfall in collateral is not a reason to deny a loan.
5. Conditions
The loan purpose, the state of the economy, and industry-specific factors. Banks consider how external conditions might impact your business's ability to repay.

How Much Down Payment Do I Need?

The SBA requires a minimum down payment of 10% of the project cost. The project represents the total amount of money required to acquire the business, encompassing the purchase price of the business, working capital, and closing costs. This down payment can come entirely from the buyer or be split between the buyer and the seller.

Example Structure

•Base purchase price: $1,000,000
• Working capital: $200,000
• Closing costs: $20,000
• Total project cost: $1,220,000
• Buyer down payment: $61,000 (5%)
• Seller standby note: $61,000 (5%)
• SBA loan: $1,098,000 (90%)
• Amount paid at closing to the Seller: $1,098,000 (90%)

Working capital is the amount of money required to operate a business. It ensures the new owner has enough capital for immediate operational needs.

Packaging Your Loan Application

To improve your chances of success, prepare your loan application carefully:

  • Credit Report: Review your credit report for errors and understand how your score reflects repayment history
  • Financial Statements: Include profit and loss statements, balance sheets, and business tax returns
  • Debt Service Coverage: Ensure the business generates enough profit to cover loan payments
  • Documentation: Gather articles of incorporation, leases, business licenses, insurance policies, and other essential documents
  • Use of Proceeds Statement: Provide a detailed breakdown of how the loan funds will be spent (e.g., acquisition, working capital, equipment)

Your Salary

During the bank's underwriting process, the bank will factor in your salary as a business expense. You will be required to provide a month-by-month projection of the business's anticipated performance, including your salary.

Critical Recommendation: It's highly recommended that you stick close to that projected salary amount during the initial 24 months following the closing. Once you have surpassed the initial 24 months, your chances of success increase dramatically. At that point, you will have a better understanding of the business and its cash flow, allowing you to determine if the business can afford a higher expense.

No Money Down When Expanding in the Same Industry

During the bank's underwriting process, the bank will factor in your salary as a business expense. You will be required to provide a month-by-month projection of the business's anticipated performance, including your salary.If a buyer already owns a business and is acquiring another company within the same focus based on the NAICS (industry) code, the SBA considers it an expansion. No down payment may be required in these cases.

Key Benefits for Businesses Seeking to Expand:

Independent Valuation Protection

An added buyer benefit is that the SBA lender will hire an independent, outside third party to value the business. This third-party entity has undergone bank scrutiny to be added to the bank's approved vendor list. This is similar to how a bank hires an appraiser before granting a mortgage on a home. The lender wants to ensure the asset supports the loan amount. This protects the buyer from overpaying and ensures the transaction is grounded in fair market value.

Your Salary

During the bank's underwriting process, the bank will factor in your salary as a business expense. You will be required to provide a month-by-month projection of the business's anticipated performance, including your salary.

Critical Recommendation: It's highly recommended that you stick close to that projected salary amount during the initial 24 months following the closing. Once you have surpassed the initial 24 months, your chances of success increase dramatically. At that point, you will have a better understanding of the business and its cash flow, allowing you to determine if the business can afford a higher expense.

A business can buy another business

The SBA views these as lower-risk loans because there is a proven management team with a track record of successfully operating a business and managing cash flow. The acquiring company's established banking relationships, accounting systems, and processes support the acquisition and reduce integration risk. Business expansion loans consistently show default rates 40-60% lower than loans to first-time business buyers.

Common Questions

How long does this take?

Typically 3-6 months from start to closing.

What do employees need for down payment?

Usually 5-10% of purchase price, often $100K-$500K depending on firm size.

What if employees can't get financing?

Our banking relationships and expertise help present the strongest loan applications. We pre-qualify scenarios first.

Ready to Explore Your Options?

The Step-Up Legacy Plan™ isn't right for every situation, but when it fits, it solves the employee ownership challenge elegantly.

Schedule a confidential consultation to discuss your specific situation and determine if this approach can achieve your goals.