How to get an SBA loan to buy a CPA firm

Short answer

An SBA 7(a) loan is a loan from an SBA-approved lender, with a government guaranty on part of it, and its eligible uses of proceeds include complete or partial changes of ownership. For CPA firm purchases in the SBA file, median loans by NAICS code ran from $472,750 to $500,000. Most buyers get it from an SBA lender that already does these deals: Live Oak Banking Company, The Huntington National Bank and United Midwest Savings Bank National Association made the most.

Source: sba.gov 7(a) loans

What the data shows for CPA firm acquisitions

Since FY2018, SBA lenders have recorded 1,045 7(a) loans used to buy a business in NAICS codes 541211, 541213 and 541219, with $772M approved. Medians differ by NAICS code, so the table lists each one: median loans by NAICS code ran from $472,750 to $500,000. Pooled across segments, 2.4% of 380 seasoned loans (FY2018 to FY2021) were charged off, 1.2 percentage points below the 3.5% rate for all SBA acquisition loans. Annual volume rose 10% from 143 loans in FY2024 to 157 in FY2026.

Top five lenders

Top five states

See the default-rate page for the charge-off method and its limits, and the Offices of Certified Public Accountants data page for full tables. By state: Offices of Certified Public Accountants in Florida (72 loans), Offices of Certified Public Accountants in California (59 loans), Offices of Certified Public Accountants in Texas (57 loans).

How a 7(a) change-of-ownership loan works

Proceeds. Stock purchases, redemptions and asset purchases can qualify; an asset purchase must take "all or substantially all of the assets of the seller's business" and continue it (the SOP does not define "substantially all"). The business must be a Borrower or Co-Borrower. Appendix 15 sorts acquisitions into four types: Initial Acquisition (the default, an outsider buying 100%), Business Expansion, Owner Buyout, and ESOP & Cooperative.

Source: SOP 50 10 8.1, Appendix 15, Change of Ownership Requirements; Types of Changes of Ownership; sba.gov 7(a) loans

Maximum and guaranty. The maximum Standard 7(a) loan is $5,000,000. SBA guarantees 85% of loans up to $150,000 and 75% above, to a $3,750,000 maximum guaranty. SOP 50 10 8.1 says 7(a) Small (up to $350,000) and SBA Express (up to $500,000, 50% guaranty) may be used for changes of ownership, but Appendix 15 also says Standard 7(a) processing requirements apply to all change of ownership transactions, so confirm the processing path with the lender. Acquisition rules on equity, valuation, coverage and collateral apply either way.

Source: SOP 50 10 8.1, Section B, Ch. 1, Maximum Loan Amount; Appendix 16, General Requirements; Appendix 15 (introduction); Section B, Ch. 2; sba.gov 7(a) loan program

Maturity. The business portion amortizes over 10 years at most, with no balloon. Real estate can run up to 25 years, as a separate loan or blended. An owner-occupied Special Purpose Property, such as a hotel, may get up to 25 years when 85% or more of project costs are real estate.

Source: SOP 50 10 8.1, Appendix 15, Loan Maturities; sba.gov SBA lenders

Rate caps. SBA caps the variable rate as a spread over the base rate: 6.5% for loans of $50,000 or less, 6% to $250,000, 4.5% to $350,000, and 3% above. The SOP gives no fixed-rate cap figure. SBA publishes the upfront guaranty fee each fiscal year on its 7(a) loan program page.

Source: SOP 50 10 8.1, Appendix 18, Base Rate, Alternative Base Rate, Allowable Spread, and Frequency; Section A, Ch. 4, 7(a) Loan Program Fees

Who underwrites. The lender. A PLP lender approves in-house and SBA does not review the credit before issuing a loan number; for non-delegated lenders SBA decides. SBA Express is delegated only.

Source: SOP 50 10 8.1, Section B, Ch. 1, Processing Methods

Who can borrow. Every owner must be a U.S. citizen or national living in the U.S.; green card holders cannot own any part under 8.1. Owners of 20% or more give unlimited guaranties. The SOP sets no minimum credit score, so each lender applies its own policy. Buyer and target together must meet size standards.

Source: SOP 50 10 8.1, Section A, Ch. 1, Citizenship And Residency Requirements; Credit Not Available Elsewhere; Small Under SBA Size Requirements; Section A, Ch. 5, Guaranties

Equity injection and seller financing

Minimum equity. For an Initial Acquisition the minimum is 10% of total project cost, "all costs required to become operational, regardless of the source of funds, except for lines of credit and 504 loans," and it cannot be reduced or eliminated. For a Business Expansion or Owner Buyout the lender may reduce or eliminate it if the borrower has sufficient liquidity and working capital and no negative net worth.

Source: SOP 50 10 8.1, Appendix 15, Equity Requirements; Types of Changes of Ownership

What counts. Unborrowed cash (gifts included), a personal loan repaid from outside the business, grants without clawback and verified prepaid expenses count without limit; broker, education and advisory fees do not. Full-standby debt, a full-standby seller note and minority investments under 20% together cover at most half. The lender verifies equity before disbursing: expect a wire or check plus about 30 days of statements.

Source: SOP 50 10 8.1, Appendix 15, Source of Equity Injections; Limited Equity Injection Sources; Section B, Ch. 6, Loan Closing and Disbursement

Seller notes. A seller note counts as equity only if subordinated and on full standby, "no payments of principal or interest for the term of the 7(a) loan." Interest may accrue and be paid afterward, and 8.1 has no 24-month standby option. A note paid currently is allowed, but SBA and seller debt together cannot exceed the business valuation, cash flow must cover both, and interest-only debt is tested as if amortized over 10 years. A seller note can be refinanced after it has been in place and current for 36 months.

Source: SOP 50 10 8.1, Appendix 15, Seller Debt; Standby Debt Agreements; Change of Ownership Requirements; Adjusted Debt Service Coverage (DSC)

Other seller rules. In an Initial Acquisition or Business Expansion the seller cannot stay as owner or employee, though a consulting contract of up to 24 months in total is allowed. In a partial change the seller may stay; one keeping under 20% guarantees the loan for at least two years. Seller earnouts are prohibited, and any price above the valuation must be covered with equity.

Source: SOP 50 10 8.1, Appendix 15, Change of Ownership Requirements; Partial Change of Owner; Business Valuation Requirements - change of ownership

Beyond the minimum. The SOP sets floors, and lenders commonly look for cash left after closing beyond the minimum injection. The SOP specifies no amount, and policies differ by lender.

Source: SOP 50 10 8.1, Section A, Ch. 1, Credit Not Available Elsewhere

Business valuation and third-party reports

Valuation. Every change of ownership needs financial due diligence. At a business purchase price of $350,000 or less the lender may do its own valuation unless buyer and seller are closely related (the SOP does not define that for 7(a)). Above it, expect an independent valuation ordered by the lender from an ASA, CBA, ABV, CVA or BCA credentialed appraiser; one the buyer, seller or broker commissioned will not satisfy SBA. The price excludes owner-occupied real estate, and the cost counts toward equity.

Source: SOP 50 10 8.1, Appendix 15, Business Valuation Requirements - change of ownership; Qualified Source; Financial Due Diligence; Lender Verification of Business Valuation Financial Data

Quality of Earnings. At $3 million or more (Initial Acquisition or Business Expansion) the lender also obtains an independent Quality of Earnings report with a cash proof, and sizes the loan from it.

Source: SOP 50 10 8.1, Appendix 15, Quality of Earnings

Real estate and equipment. Any real estate added to the deal is appraised for the lender by a state-licensed or certified appraiser (state-certified above $1,000,000) within 12 months. Equipment valued above book needs its own independent appraisal.

Source: SOP 50 10 8.1, Appendix 19, Commercial real estate appraisal requirements; Valuation of fixed assets

Environmental. SBA requires an Environmental Investigation of commercial property offered as security, so a deal that includes real estate collateral should expect one. The SOP is silent on business-only purchases in leased space with no real estate lien. For a business whose NAICS code is not on the SOP's list of environmentally sensitive industries, a loan of $250,000 or less starts with a questionnaire, and larger loans add a Records Search with Risk Assessment. We did not identify a CPA firm as an example on that list; the lender confirms the NAICS match.

Source: SOP 50 10 8.1, Section A, Ch. 5, Environmental Policies and Procedures; Environmental Investigation Steps

Licenses and permits. For Standard 7(a), evidence of required licenses is due "within no more than 90 days after final disbursement"; 7(a) Small and SBA Express list business licenses among conditions before disbursement, and many lenders require them earlier. Professionally licensed businesses are eligible if ownership meets state requirements. Many states regulate ownership of CPA firms and the use of the CPA title. Lenders ask how the buyer meets the state rules that apply to firm ownership. The SOP does not address this vertical's licenses.

Source: SOP 50 10 8.1, Section B, Ch. 6, Loan Closing and Disbursement; Section A, Ch. 1, Passive Businesses

What lenders look at in this vertical

Cash flow: historical coverage of post-closing debt must reach 1.25:1 for most buyers (1.15:1 for a business expansion; Owner Buyout: 1.25:1), on the last year or a two-year average, with no projections; global cash flow must reach 1:1. Owner-operator: lenders look at the buyer's experience in the business and, where a license is needed to own or operate it, evidence of one by the date the lender sets (within 90 days after final disbursement for Standard 7(a), before disbursement for 7(a) Small and SBA Express). Client retention is the asset, so lenders look at the share of fees from the largest clients, how long clients have stayed, and seasonality. Lease: the SOP's lease-term rule applies when leasehold improvements or attached assets reach $500,000 or 30%, whichever is less; below that, lenders set policy. Working capital: cash to carry payroll through the months between tax seasons. Collateral: Lenders must take liens on receivables and inventory, and if collateral falls short they take available equity in personal real estate (Appendix 15, Collateral shortfall).

Source: SOP 50 10 8.1, Appendix 15, Lender’s Credit Analysis; Collateral Requirements for 7(a) Change of Ownership Loans; Collateral shortfall; Section A, Ch. 3, Occupancy and Leasing Requirements

Timeline

SBA states its review turnaround as 5 to 10 business days for a standard 7(a) application and 2 to 10 for 7(a) Small; the SOP itself sets no turnaround times. A PLP lender must have the valuation and any Quality of Earnings work formally engaged when it receives a loan number; a non-delegated file includes them with the application.

Source: SOP 50 10 8.1, Appendix 15, Submission of application for guaranty; Change of Ownership Requirements; Section B, Ch. 1, Processing Methods; sba.gov 7(a) loan program

Document checklist

Lenders typically ask for these; lists vary.

• Personal financial statement and three years of personal tax returns
• Resume showing management experience relevant to the business
• Proof of the source of the equity injection, with bank statements
• Letter of intent or draft purchase agreement, with schedules
• Three years of business tax returns and financial statements, plus current interim statements
• Signed IRS transcript request (Form 4506-C) from the seller
• Debt schedule listing every loan and lien on business assets
• Fixed asset and inventory list
• Organizational documents and insurance certificates
• Client list with fees by client and year
• Engagement letters and the firm's CPA licenses and peer review status
• Work-in-process and receivables aging
• Lease with assignment consent
• CPA license or the credential the state requires for the owner
• Plan for client transition communications

Why these deals stall

• Specific to CPA firm: client fees concentrated in a few relationships, or fee history that does not reconcile to tax returns, which the lender checks against IRS transcripts (section 5).
• Also specific to CPA firm: an ownership structure that does not meet the state rules for CPA firm ownership, which the lender checks before accepting the buyer (section 5).
• Valuation below price: above a $350,000 business price the lender orders an independent valuation, and any price above it must be covered with equity (sections 4 and 5).
• Equity that cannot be documented: the lender verifies the injection before disbursing, and a seller note counts only on full standby (section 4).
• Cash flow below the minimum: historical coverage must reach 1.25:1 for most buyers, and projections cannot make up the gap (section 6).
• Lease and collateral: a short lease, or a collateral shortfall that calls for liens on personal real estate, can hold up closing (sections 5 and 6).

Sources

SBA SOP 50 10 8.1 (effective October 1, 2026), headings cited:

• Appendix 15: Change of Ownership Requirements; Types of Changes of Ownership; Equity Requirements; Source of Equity Injections; Limited Equity Injection Sources; Standby Debt Agreements; Seller Debt; Business Valuation Requirements - change of ownership; Qualified Source; Quality of Earnings; Financial Due Diligence; Lender Verification of Business Valuation Financial Data; Collateral shortfall; Loan Maturities; Submission of application for guaranty; Lender’s Credit Analysis; Adjusted Debt Service Coverage (DSC); Collateral Requirements for 7(a) Change of Ownership Loans
• Section B, Ch. 6: Loan Closing and Disbursement
• Section B, Ch. 1: Maximum Loan Amount; Processing Methods
• Appendix 16: General Requirements
• Appendix 15 (introduction)
• Appendix 18: Base Rate, Alternative Base Rate, Allowable Spread, and Frequency
• Section A, Ch. 4: 7(a) Loan Program Fees
• Section B, Ch. 2
• Section A, Ch. 1: Citizenship And Residency Requirements; Credit Not Available Elsewhere; Passive Businesses
• Section A, Ch. 3: Occupancy and Leasing Requirements
• Appendix 19: Commercial real estate appraisal requirements; Valuation of fixed assets
• Section A, Ch. 5: Environmental Policies and Procedures; Environmental Investigation Steps

SBA pages: 7(a) loans, 7(a) loan program, SBA lenders. Loan data: SBA 7(a) FOIA file, data.sba.gov, as of September 30, 2026.

Cite this guide: SBA Acquisition Data, "How to get an SBA loan to buy a CPA firm", https://sbaacquisitiondata.com/guides/sba-loan-to-buy-a-cpa-firm, published October 31, 2026 (data as of September 30, 2026).

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