Is a ROBS + Seller Equity Rollover possible, per new SBA provisions post June 2025?

searcher profile

July 28, 2025

by a searcher from Tulane University - A. B. Freeman School of Business in Alpharetta, GA, USA

Hi all, Earlier this year, I launched my search and set up a ROBS account with Benetrends: C-Corp created, bank account funded, ready to go. I'm now under contract for a stock purchase acquisition where the seller rolls over <20% equity. We have considered forming a new LLC via F-Reorg to preserve depreciation benefits. However, this would mean the ROBS C-Corp owns part of the LLC (the operating company holding assets), which may not be compliant with ROBS rules. We also considered giving the seller C-Corp shares, but that's non-compliant with SBA rules post-June 2025. In short: Can a ROBS be used in a stock purchase deal with SBA funding?
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commentor profile
Reply by a searcher
from University of Illinois at Urbana in Washington, DC, USA
I have a ROBS. The C-Corp can own a majority of an LLC and still be compliant.
commentor profile
Reply by a lender
from University of Missouri in Denver, CO, USA
Agreed with the above. Make sure you understand partial change of ownership Sba requirements as ^redacted‌ touched on
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