{"ok":true,"canonical_url":"https://dealroom.so/glossary/bona-fide-change-of-ownership","api_url":"https://dealroom.so/api/public/glossary/bona-fide-change-of-ownership","data_freshness":{"sba_records_through":"2026-05-31","fdic_records_through":"2026-03-31","dealroom_last_updated":"2026-06-16","timezone":"America/Chicago"},"source_summary":["Public SBA 7(a) loan records","FDIC institution data","DealRoom lender and franchise enrichment"],"term":{"slug":"bona-fide-change-of-ownership","term":"Bona Fide Change of Ownership","group":"Doing the deal","definition":"This refers to a genuine and complete transfer of ownership and control of a business from the seller to the buyer. The SBA requires this for 7(a) acquisition loans to ensure a true sale, not just a restructuring.","what_it_means":"For your 7(a) loan, the lender must confirm a Bona Fide Change of Ownership. This means the seller cannot retain significant ownership, management control, or financial ties that contradict a true sale. Any retained seller interest or seller financing must be structured according to SBA rules, usually on full standby.","url":"https://dealroom.so/glossary/bona-fide-change-of-ownership","official_sources":[{"slug":"sop-50-10","title":"SOP 50 10 — Lender and Development Company Loan Programs","official_url":"https://www.sba.gov/document/sop-50-10-lender-development-company-loan-programs","official_label":"View on SBA.gov","authority_tier":2,"publisher":"U.S. Small Business Administration","source_guide_url":"https://dealroom.so/sba-7a/sources/sop-50-10"},{"slug":"13-cfr-part-120","title":"13 CFR Part 120 — Business Loans","official_url":"https://www.ecfr.gov/current/title-13/chapter-I/part-120","official_label":"View on eCFR","authority_tier":1,"publisher":"Office of the Federal Register","source_guide_url":"https://dealroom.so/sba-7a/sources/13-cfr-part-120"}],"related":[{"slug":"change-of-ownership","term":"Change of ownership","url":"https://dealroom.so/glossary/change-of-ownership"},{"slug":"retained-seller-interest","term":"Retained Seller Interest","url":"https://dealroom.so/glossary/retained-seller-interest"},{"slug":"full-standby-agreement","term":"Full Standby Agreement","url":"https://dealroom.so/glossary/full-standby-agreement"},{"slug":"partial-acquisition","term":"Partial Acquisition","url":"https://dealroom.so/glossary/partial-acquisition"}],"related_questions":[{"question":"How does the SBA handle a seller's retained ownership in a change-of-ownership transaction?","url":"https://dealroom.so/for-lenders/questions/how-does-the-sba-handle-a-seller-s-retained-ownership-in-a-change-of-ownership-transaction"},{"question":"How does the SBA handle a seller's retained ownership in a 7(a) change-of-ownership transaction?","url":"https://dealroom.so/for-lenders/questions/how-does-the-sba-handle-a-seller-s-retained-ownership-in-a-7-a-change-of-ownership-transac"},{"question":"Is a partner buyout a complete or partial change of ownership for the SBA?","url":"https://dealroom.so/sba-7a/questions/is-a-partner-buyout-a-complete-or-partial-change-of-ownership-for-the-sba"},{"question":"How does the SBA define \"change of ownership\" for eligibility and loan structuring purposes?","url":"https://dealroom.so/sba-7a/questions/how-does-the-sba-define-change-of-ownership-for-eligibility-and-loan-structuring-purposes"},{"question":"When is a business valuation required for a change-of-ownership 7(a) loan?","url":"https://dealroom.so/for-lenders/questions/when-is-a-business-valuation-required-for-a-change-of-ownership-7-a-loan"},{"question":"What specific due diligence is required for seller financing in a change of ownership?","url":"https://dealroom.so/for-lenders/questions/what-specific-due-diligence-is-required-for-seller-financing-in-a-change-of-ownership"}]},"caveats":["Definitions represent DealRoom's plain-English interpretation for buyers; verify regulatory terms against the official SBA and eCFR sources listed.","Not legal, tax, or financial advice, and not an SBA eligibility determination."],"citation":{"label":"DealRoom.so Glossary — Bona Fide Change of Ownership","url":"https://dealroom.so/glossary/bona-fide-change-of-ownership","source_type":"DealRoom Data"}}