New SBA Business Acquisition Rules: What Changes October 1
The new SBA SOP doesn’t kill business acquisitions. But it absolutely changes how some deals need to be structured BEFORE the LOI is signed.
I just published my breakdown of the business acquisition changes in SOPredacted, effective October 1, 2026.
I intentionally tried to keep my opinions to a minimum. Whether I like a rule or hate it doesn’t really matter. What matters is what the SOP says, how I interpret it, and what buyers need to know before structuring a transaction.
There are meaningful changes around Initial Acquisitions, Business Expansions, partial changes of ownership, DSCR, equity injection sources, outside investors, QoEs, seller involvement, real estate, trusts, licensing, working capital lines and more.
Some changes make deals harder. Others actually create more flexibility.
But my biggest takeaway is simple:
Figure out the SBA structure before you structure the deal.
Waiting until underwriting to discover that your seller rollover, investor equity, licensing arrangement, purchase price or ownership structure doesn’t fit the applicable SBA rules can be an expensive mistake. These questions need to be evaluated before the LOI is signed.
And if you already have a deal in underwriting or closing that could be negatively affected by these changes, talk to your lender now about getting the SBA loan number issued before October 1. Don’t assume being approved or “in closing” is enough.
I also don’t think these changes are going to materially shrink the SBA acquisition market. I think they’re going to change who buys businesses with SBA financing and how those deals are structured. Buyers, sellers and capital will adapt.
Lastly, I’m not a seer, and I’m certainly not a perfect human being. I’m just another SBA professional trying to read a brand-new SOP, understand it correctly, and hopefully add some value to the ETA world.
The new SOP isn’t effective until October 1, and additional guidance, clarification or changes could come between now and then. The blog post reflects my interpretation of the SOP and the guidance available as of the date I published it.
If you’re buying a business with SBA financing, I hope this helps you evaluate and structure the deal before you sign the LOI.
Full blog post: redacted
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