{"ok":true,"canonical_url":"https://dealroom.so/sba-7a/questions/what-are-the-specific-standby-requirements-for-a-seller-note-to-count-towards-my-equity-in","api_url":"https://dealroom.so/api/public/questions/what-are-the-specific-standby-requirements-for-a-seller-note-to-count-towards-my-equity-in","question":"What are the specific standby requirements for a seller note to count towards my equity injection?","topic":"Seller notes & standby","audience":"borrower","bot_mode":"buyer","short_answer":"A seller note counting as equity injection must be on full standby, meaning no payments of principal or interest can be made until the SBA loan is fully repaid.","rule":"For a seller note to be included in the equity injection calculation, it must be on 'full standby.' This means the seller cannot receive any principal or interest payments, or any other form of compensation, from the borrower or the acquired business until the SBA 7(a) loan is paid in full. This ensures the seller's funds are truly subordinate to the SBA loan.","example":"A buyer purchases a business for $700,000 with a $70,000 (10%) cash injection. The seller provides a $30,000 note, which is placed on full standby for the life of the SBA loan, making the effective equity $100,000 or 14.3% ($70K cash + $30K seller note).","what_lenders_check":"Lenders must ensure the standby agreement is legally binding and clearly prohibits any payments to the seller. They will also verify that the seller note is subordinate to the SBA loan in all respects and does not create an additional debt burden on the business.","required_facts":["Full standby","No principal payments","No interest payments","Subordinate to SBA loan"],"source_families":["SOP 50 10 - Lender and Development Company Loan Programs","13 CFR Part 120 - Business Loans","7(a) Loan Program Terms, Conditions, and Eligibility"],"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"},{"title":"7(a) Loan Program Terms, Conditions, and Eligibility","url":"https://www.sba.gov/partners/lenders/7a-loan-program/terms-conditions-eligibility"}],"related_questions":[{"question":"If a seller takes a fully subordinated note, can they remain an employee or consultant after acquisition?","url":"https://dealroom.so/sba-7a/questions/if-a-seller-takes-a-fully-subordinated-note-can-they-remain-an-employee-or-consultant-afte"},{"question":"For a $900,000 business acquisition, what percentage of the total required equity injection can come from a fully subordinated seller note?","url":"https://dealroom.so/sba-7a/questions/for-a-900-000-business-acquisition-what-percentage-of-the-total-required-equity-injection-"},{"question":"Can a seller who takes a fully subordinated note also remain an employee or consultant of the business after the acquisition?","url":"https://dealroom.so/sba-7a/questions/can-a-seller-who-takes-a-fully-subordinated-note-also-remain-an-employee-or-consultant-of-"},{"question":"How does an earn-out provision affect an SBA 7(a) loan for a business acquisition?","url":"https://dealroom.so/sba-7a/questions/how-does-an-earn-out-provision-affect-an-sba-7-a-loan-for-a-business-acquisition"},{"question":"What is the minimum term duration a seller note must be on full standby for an SBA loan?","url":"https://dealroom.so/sba-7a/questions/what-is-the-minimum-term-duration-a-seller-note-must-be-on-full-standby-for-an-sba-loan"},{"question":"Can interest be accrued and paid on a seller note while it is on full standby?","url":"https://dealroom.so/sba-7a/questions/can-interest-be-accrued-and-paid-on-a-seller-note-while-it-is-on-full-standby"}],"related_terms":[{"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":"Seller note on standby","url":"https://dealroom.so/glossary/seller-note-on-standby"},{"term":"Partial Standby Seller Note","url":"https://dealroom.so/glossary/partial-standby-seller-note"},{"term":"Standby Note","url":"https://dealroom.so/glossary/standby-note"},{"term":"Seller note","url":"https://dealroom.so/glossary/seller-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/what-are-the-specific-standby-requirements-for-a-seller-note-to-count-towards-my-equity-in","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."]}