SBA 7(a) Q&A
Short answer
Yes, the seller can continue to work for the business post-acquisition, even if providing a standby note, typically under a consulting or employment agreement.
The SBA permits sellers to stay involved with the business in a non-ownership capacity, such as a consultant or employee, for a reasonable transition period. This can be beneficial for ensuring a smooth handover. However, the terms of such an agreement must be at fair market value and documented separately from the seller note.
A seller provides a $150,000 standby note for your $1,200,000 acquisition. They can also sign a 6-month consulting agreement to assist with customer introductions and operational transition, receiving fair market compensation for their services.
Lenders ensure that any post-sale compensation to the seller is for bona fide services at market rates and does not circumvent the standby requirement of the seller note. They will review employment or consulting agreements closely.
13 CFR Part 120 — Business Loans
Office of the Federal Register · Federal regulation
SOP 50 10 - Lender and Development Company Loan Programs
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.
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