Structuring the 10%
SBA acquisition loans need 10% down. Here's what counts toward it and how lenders check it.
Last reviewed June 2026 · Written against SOP 50 10 8 and current SBA notices
10%
Of total project costs
5%
Min. real cash from you
50%
Max from seller standby note
2 mo
Bank statements traced
The rule
For a startup or a complete change of ownership, SOP 50 10 8 requires a minimum equity injection of 10% of total project costs — purchase price plusfees, working capital, and closing costs. On a $1.5M all-in acquisition, that's $150,000. Budget against the all-in total; 10% of the purchase price alone comes up short at closing.
Run your 10% against total project costs.
What counts toward the 10%
The SBA accepts more sources than most buyers expect.
| Your unborrowed cash | Counts in full. Two months of bank statements trace it. |
|---|---|
| Gifts | Count, with a gift letter and source documentation. |
| Outside investor cash | Counts; 20%+ investors must personally guarantee. |
| Retirement funds via ROBS | Count — a 401(k)/IRA rollover structure, properly papered. |
| Assets injected into the business | Count at documented fair market value. |
| Seller note — full lifetime standby | Counts, capped at HALF the required injection (5 of the 10 points). No principal or interest for the life of the loan, SBA Form 155. |
| Seller note — any payments at all | Counts for nothing toward the injection. Treated as ordinary financing. |
| Borrowed cash (HELOC, personal loan) | Counts only if repaid from income outside the business. |
How the money is verified
Verification tightened in 2025: lenders now prove both source and deployment. Expect roughly two months of statements for each account the injection draws from, plus wires, cancelled checks, and settlement statements showing the money moved before disbursement. Sudden large deposits trigger source questions every time.
Your real check size
Budget past the injection: add the SBA guaranty fee (at statutory maximums for FY2026 — roughly 2–3.5% of the guaranteed portion), packaging and closing costs, and a post-close working capital cushion. On a $1.5M deal, the realistic all-in figure runs $175–200K once everything stacks on the $150K injection. Our deal-level worksheets compute this number per listing.
When less than 10% is possible
Two exceptions exist, both in partial deals, and both carry the 2025 all-owners-guarantee rules. Partial changes of ownership can go below 10% when the business's post-transaction debt-to-worth ratio is no more than 9:1. Buyouts between existing partners can skip the injection entirely when the remaining owners certify 24+ months of active participation at the same or increasing ownership and the 9:1 test holds.
AI summary
SBA 7(a) business acquisitions require a 10% equity injection on total project costs — purchase price plus fees, working capital, and closing costs — not 10% of the purchase price alone. At least 5% must be real cash or assets from you; gifts, outside investor cash, ROBS rollovers, and injected assets all count, while a seller note counts only on full lifetime standby and only for up to half the injection.
Lenders verify both source and deployment, tracing roughly two months of bank statements, so seasoning the money 60+ days before you apply matters; partial changes of ownership and partner buyouts that pass the 9:1 debt-to-worth test are the only paths below 10%. This is general information, not legal, tax, or financial advice, and CapBench is not a lender.
Source: CapBench SBA Intelligence, based on public SBA, lender, franchise, FDIC, and related records. CapBench is not a lender and does not guarantee financing.
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