{"ok":true,"canonical_url":"https://dealroom.so/sba-7a/questions/can-a-seller-note-on-full-standby-still-be-secured-by-business-assets","api_url":"https://dealroom.so/api/public/questions/can-a-seller-note-on-full-standby-still-be-secured-by-business-assets","question":"Can a seller note on full standby still be secured by business assets?","topic":"Seller Notes & Standby","audience":"borrower","bot_mode":"buyer","short_answer":"No, a seller note on full standby that counts towards the equity injection cannot be secured by business assets that are also collateral for the SBA 7(a) loan.","rule":"For a seller note to qualify as full standby equity, it must be completely subordinated to the SBA loan, including its lien position. This means the seller cannot hold a lien on any assets collateralizing the SBA loan, nor can they receive principal or interest payments during the SBA loan's full standby period.","example":"If you're buying a business for $1,000,000 and the seller provides a $100,000 note on full standby, that seller cannot place a lien on the business's equipment or accounts receivable if those assets are securing your $900,000 SBA 7(a) loan.","what_lenders_check":"Lenders must ensure that seller notes designated as full standby are properly subordinated to the SBA loan. Any lien by the seller on SBA-collateralized assets would jeopardize the SBA's position and the guaranty.","required_facts":["Full standby status","Subordinated debt","SBA collateral","Lien priority"],"source_families":["SOP 50 10 - Lender and Development Company Loan Programs","13 CFR Part 120 - Business Loans"],"official_sources":[{"title":"SOP 50 10 - Lender and Development Company Loan Programs","url":"https://www.sba.gov/sites/default/files/2025-05/SOP%2050%2010%208%20Technical%20Updates%20effective%206.1.2025.docx"},{"title":"13 CFR Part 120 - Business Loans","url":"https://www.ecfr.gov/current/title-13/chapter-I/part-120"}],"related_questions":[{"question":"What are the requirements if the seller wants to stay involved in the business post-acquisition?","url":"https://dealroom.so/sba-7a/questions/what-are-the-requirements-if-the-seller-wants-to-stay-involved-in-the-business-post-acquis"},{"question":"What are the specific terms for the duration of a seller note on full standby?","url":"https://dealroom.so/sba-7a/questions/what-are-the-specific-terms-for-the-duration-of-a-seller-note-on-full-standby"},{"question":"If a seller note is on full standby, when can the seller start receiving principal payments?","url":"https://dealroom.so/sba-7a/questions/if-a-seller-note-is-on-full-standby-when-can-the-seller-start-receiving-principal-payments"},{"question":"Can a seller note on full standby accrue interest during the standby period, even if not paid?","url":"https://dealroom.so/sba-7a/questions/can-a-seller-note-on-full-standby-accrue-interest-during-the-standby-period-even-if-not-pa"},{"question":"Is there a maximum percentage of the equity injection that can come from a seller note on standby?","url":"https://dealroom.so/sba-7a/questions/is-there-a-maximum-percentage-of-the-equity-injection-that-can-come-from-a-seller-note-on-"},{"question":"What specific terms must a seller note on full standby have to be acceptable for an SBA loan?","url":"https://dealroom.so/sba-7a/questions/what-specific-terms-must-a-seller-note-on-full-standby-have-to-be-acceptable-for-an-sba-lo"}],"related_terms":[{"term":"Seller note on standby","url":"https://dealroom.so/glossary/seller-note-on-standby"},{"term":"Seller Financing on Full Standby","url":"https://dealroom.so/glossary/seller-financing-on-full-standby"},{"term":"Seller standby note","url":"https://dealroom.so/glossary/seller-standby-note"},{"term":"Standby seller note","url":"https://dealroom.so/glossary/standby-seller-note"},{"term":"Partial Standby Seller Note","url":"https://dealroom.so/glossary/partial-standby-seller-note"},{"term":"Standby Note","url":"https://dealroom.so/glossary/standby-note"}],"related_tools":[{"name":"SBA 7(a) payment & fee calculator","url":"https://dealroom.so/sba-7a/calculator"},{"name":"Find an active SBA 7(a) lender","url":"https://dealroom.so/lenders"}],"data_freshness":{"last_reviewed":"2026-06-14","sba_rule_sources_checked_through":"2026-06-14"},"citation":{"label":"DealRoom.so SBA 7(a) Q&A","url":"https://dealroom.so/sba-7a/questions/can-a-seller-note-on-full-standby-still-be-secured-by-business-assets","source_type":"DealRoom Q&A"},"caveats":["Grounded in the current SBA rulebook; verify against official sources before relying on it for a live deal.","Not legal, tax, or financial advice and not an approval decision."]}