{"ok":true,"canonical_url":"https://dealroom.so/sba-7a/questions/what-happens-if-the-seller-s-standby-note-is-not-properly-subordinated-or-documented-by-th","api_url":"https://dealroom.so/api/public/questions/what-happens-if-the-seller-s-standby-note-is-not-properly-subordinated-or-documented-by-th","question":"What happens if the seller's standby note is not properly subordinated or documented by the closing date?","topic":"Seller notes & standby","audience":"borrower","bot_mode":"buyer","short_answer":"If a seller's standby note is not properly subordinated or documented, it cannot count towards the required equity injection, potentially jeopardizing the SBA 7(a) loan approval.","rule":"A seller note intended to count as equity must be on full standby, meaning it is formally subordinated to the SBA loan, prohibiting any payments until the SBA loan is repaid. Improper documentation or failure to subordinate means the note is not treated as equity, and the buyer will be short on their required injection.","example":"A buyer's loan approval depends on a $75,000 seller note on full standby. If at closing, the subordination agreement is missing or incorrectly states that interest payments can begin in year two, the lender will halt the closing. The buyer would need to either correct the note terms or find an alternative $75,000 equity source.","what_lenders_check":"Lenders perform thorough due diligence on all standby agreements to ensure they are legally binding and fully subordinated. Any discrepancies or missing documentation are red flags, as the SBA will not guarantee a loan where equity requirements are not met.","required_facts":["Improper subordination","Missing documentation","Equity shortfall","Loan approval risk","Standby terms"],"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":"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":"Subordinated Seller Note","url":"https://dealroom.so/glossary/subordinated-seller-note"},{"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"}],"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":"2026-06-13","sba_rule_sources_checked_through":"2026-06-13"},"citation":{"label":"DealRoom.so SBA 7(a) Q&A","url":"https://dealroom.so/sba-7a/questions/what-happens-if-the-seller-s-standby-note-is-not-properly-subordinated-or-documented-by-th","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."]}