{"ok":true,"canonical_url":"https://dealroom.so/sba-7a/questions/what-specific-due-diligence-is-required-for-seller-financing-that-counts-as-equity-injecti","api_url":"https://dealroom.so/api/public/questions/what-specific-due-diligence-is-required-for-seller-financing-that-counts-as-equity-injecti","question":"What specific due diligence is required for seller financing that counts as equity injection in an SBA 7(a) acquisition?","topic":"Seller notes & standby","audience":"borrower","bot_mode":"buyer","short_answer":"For seller financing to count as equity, the lender requires a formal subordination agreement ensuring the seller note is on full standby, with no payments until the SBA loan is fully repaid.","rule":"The due diligence for seller financing as equity injection centers on verifying the 'full standby' status. This means obtaining a written subordination agreement signed by the seller, explicitly stating no principal or interest payments can be made on the seller note while the SBA loan is outstanding. The lender must ensure no other terms contradict this subordination.","example":"For a $75,000 seller note included in the buyer's equity, the lender will require a signed subordination agreement from the seller, explicitly detailing the standby terms and stating no payments are permitted during the SBA loan's life.","what_lenders_check":"Lenders meticulously review the subordination agreement to ensure it is enforceable and meets all SBA requirements. They verify that the seller fully understands and agrees to the strict standby conditions, which are critical for the loan's approval.","required_facts":["Seller financing","Equity injection","Full standby","Subordination agreement","No payments","Due diligence"],"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":"Due diligence","url":"https://dealroom.so/glossary/due-diligence"},{"term":"Operational due diligence","url":"https://dealroom.so/glossary/operational-due-diligence"},{"term":"Legal due diligence","url":"https://dealroom.so/glossary/legal-due-diligence"},{"term":"Inadequate due diligence","url":"https://dealroom.so/glossary/inadequate-due-diligence"},{"term":"Heightened due diligence","url":"https://dealroom.so/glossary/heightened-due-diligence"},{"term":"Enhanced Due Diligence","url":"https://dealroom.so/glossary/enhanced-due-diligence"}],"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-specific-due-diligence-is-required-for-seller-financing-that-counts-as-equity-injecti","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."]}