Well-prepared SBA acquisitions close in 60-90 days from LOI; unprepared ones do not close at all, and the difference is usually the file. Lenders underwrite three things: you, the business, and the deal, and each has a document stack. Buyers who deliver the full package in week one get underwriting started before diligence findings arrive; buyers who trickle documents train the credit committee to expect problems. This is the complete checklist, organized the way lenders think.
Personal financial statement (SBA Form 413), current within 90 days, for every owner of 20% or more Three years of personal tax returns, all schedules Resume framed for a lender: management and P&L experience made explicit (relatable operating experience matters more than industry match) Credit authorization; know your score before they pull it Source of equity injection, documented with a paper trail (statements showing seasoned funds; gifted funds need a gift letter; retirement rollovers via ROBS need the plan documents) Citizenship documentation per current rules (requirements tightened in 2025; verify status eligibility early, not in underwriting) Personal guarantee acknowledgment for all 20%+ owners, and spousal awareness where applicable
Three years of business tax returns Three years of financial statements plus current interim (within 60-90 days) and the AR/AP agings that reconcile to them A month-by-month trailing-twelve revenue schedule (seasonality is an underwriting question; answer it before it is asked) The add-back schedule with documentation for each item; undocumented add-backs get zero credit Customer concentration summary (lenders ask; volunteering it with a mitigation note reads as competence) Copies of leases, franchise agreements, and any licenses the business operates under Business debt schedule and any liens/UCC filings to be cleared at close
Signed LOI (and later, the purchase agreement draft) Sources and uses: price, working capital, closing costs, and the injection, all adding up, with cushion shown rather than hoped Seller note terms, drafted to current rules: if the note counts toward your equity injection, it is on full standby (no payments until the SBA loan is repaid), and sellers must understand this before it surprises them at closing Investor structure disclosure, complete: anyone under 20% stays a passive minority, and any side agreement conveying control can make the deal ineligible; disclose everything, structure nothing cleverly Business valuation (lender-ordered above thresholds, but your own support for the price helps) Quality of earnings report or reviewed financials as your size warrants; findings flow to the lender as produced Post-close business plan with projections: two years, monthly year one, with debt service covered at 1.25x or better under your assumptions and a stress case Insurance evidence: life insurance assignment sized to the loan (lender-required), plus the commercial policies transferring
Pick the lender before you need one: a Preferred Lender Program (PLP) bank with real change-of-control volume moves weeks faster than a generalist branch, and the interview questions that matter are their acquisition volume, typical LOI-to-close time, and what kills deals in their committee. Deliver Stacks 1 and 2 complete in week one of exclusivity; run financing parallel to diligence, never after it. Update the lender as diligence produces findings; committees forgive problems surfaced early and punish the same problems surfaced late. Expect the 2025 rule set (SOP 50 10 8) to govern: standby seller notes, expanded collateral including available home equity, and control-arrangement scrutiny. Advice older than mid-2025 should be date-checked before you rely on it.
Download the formatted checklist below to run as your financing tracker. Matching you with lenders and SBA-fluent counsel who fit your deal size is core Phase 03 work in the Accelerator.
A Phase 03 tool from Five Experts. Related: the SBA 7(a) Playbook Under the New Rules (the strategy this checklist executes), the Post-LOI Due Diligence Checklist (the parallel workstream), and the Personal Guarantee risk assessment (read before you sign Stack 1).
