The guides in this hub follow the money in a small business purchase in the United States from three places: a lender's loan (in these guides, one the SBA backs), the buyer's own cash and a note from the seller for part of the price. Each guide works the numbers for one purchase in a table and links every SBA or IRS rule it states to the rule itself.
The same made-up purchase runs through the first two guides: a $1.2 million service company with $100,000 of closing costs and working capital. The capital stack guide funds it three ways, then cuts the cash flow by a fifth to see how much room each way leaves. The standby guide uses the same numbers to explain "5 percent down".
A buyer uses these pages to see what a lender accepts and what the monthly payments come to. A seller asked to carry part of the price uses the same pages to see when the note's payments start and what the seller can do if they stop.
The capital stack and standby guides each follow purchase loans that the SBA's Inspector General reviewed after they defaulted, loans whose files did not document the cash the buyer was supposed to bring. The seller's guide follows a 2017 bankruptcy decision on a lien that was filed and still failed.
Reading order
- The capital stack of a small business purchase sets out the layers and compares three ways to fund one made-up business.
- How a seller note works inside an SBA acquisition loan covers full standby, the equity floor and what changes for loans numbered from October 1, 2026.
- Carrying a note when you sell your business is the seller's side: the note's terms, a court case on a failed lien and how the IRS taxes the payments.
The seller note worksheet lists every term of a note beside a worked payment table.
The guides describe the instruments and the federal rules behind them as general information.
Reading path
- The capital stack of a small business purchase
The layers of money in a business purchase and who gets paid first, with three ways of funding one made-up business compared on payments and risk.
- How a seller note works inside an SBA acquisition loan
How far a standby seller note stretches the buyer's equity, and which of its rules change for loans numbered from October 1, 2026.
- Carrying a note when you sell your business
What a seller takes on by carrying part of the price, and how the IRS taxes the payments as they arrive.
Worksheets for this guide
- The seller note worksheet
The terms a seller note has to settle and the payment arithmetic with a worked example, plus the checks to add when the buyer borrows under an SBA loan.