For SBA lenders
Short answer
Lenders must ensure seller consulting agreements have reasonable terms (duration, compensation) and do not grant the seller retained control, management authority, or decision-making power over the business.
While a seller can remain as a paid consultant, the agreement's terms must clearly delineate their role as advisory and temporary, without any implied ownership or control that could trigger affiliation, jeopardize the buyer's operational independence, or affect the standby status of any seller note.
A seller is offered a 2-year consulting agreement. The lender requires the agreement to specify a flat monthly fee, no equity component, no board seat, and clearly define duties as training and transition support, with no executive authority, to ensure buyer control.
SOP 50 10 - Lender and Development Company Loan Programs
13 CFR Part 121 - Small Business Size Regulations
Affiliation and Lending Criteria for SBA Business Loan Programs - Final Rule
Last checked 2026-06-13. Official sources control — verify before relying on any rule for a live deal.
Last reviewed 2026-06-13 · SBA sources checked through 2026-06-13. DealRoom analysis of public SBA 7(a) lending records (FY2020–present). Grounded in the current SBA rulebook; verify against the official sources above before relying on it for a live deal. Not legal, tax, or financial advice, and not an approval decision.
More on change-of-ownership underwriting
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