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Deal Structure · The Honest Version

Buy a business with no money down

True no-money-down deals are rare, with only three narrow paths to zero cash.

The short answer: With an SBA 7(a) loan you must inject at least 10% equity on a change of ownership. Up to half of that can be a seller note on full standby, so your realistic cash floor is about 5% of the price, not zero. A true $0 out-of-pocket deal is real but rare, and needs one of three things: outside investor equity, 100% seller financing, or a ROBS 401(k) rollover. Anyone promising easy $0 with none of those is selling you a story.

Why "no money down" is mostly a myth

The pitch is everywhere: buy a business for nothing, let the cash flow pay you back. The reason it's misleading is simple, the SBA, which finances the majority of small acquisitions in the U.S., has a hard rule. On a complete change of ownership, the buyer must put in a minimum 10% equity injection, and that injection can never be a loan the acquired business repays. That rule alone kills the classic "zero down, all bank debt" fantasy.

What's actually true is more useful: you can cut your own cash roughly in half with a standby seller note, and in a few specific situations get it to zero by bringing in someone else's money. Let's do the real math.

The question isn't "can I put in nothing?" It's "whose money fills the equity layer if not mine?"

The realistic floor: ~5% of your own cash

This is the honest baseline most buyers can actually hit. On a $1,000,000 business, the required injection is $100,000 (10%). A full-standby seller note can cover up to half of it, $50,000, leaving $50,000 of your own cash, plus closing costs. Here is the stack:

Realistic low-cash capital stack, $1,000,000 business
SourceAmount% of priceNotes
SBA 7(a) bank loan$900,00090%Senior debt, ~10-yr term
Seller note (full standby)$50,0005%Counts as half the injection; no payments during the loan
Your cash$50,0005%The realistic minimum with an SBA loan
Total$1,000,000100%Working capital & fees usually financed on top

That's a 90% loan against a business you now own, powerful, but not $0. Run your own numbers in the SBA loan calculator and see the biggest price your cash supports with the max purchase price calculator.

The three real paths to $0 out of pocket

A genuine no-cash deal exists, but the equity layer has to be filled by someone or something other than your savings. There are three honest ways.

1. Outside investor equity

An investor writes the check for the 5% you'd otherwise put in, in exchange for a slice of ownership or a preferred return. Your cash is $0, but you've traded equity for it, and you now answer to a partner. This is how many searchers get to zero. Full mechanics in raising investor money.

2. 100% seller financing

No bank at all, the seller carries the entire price as a note you repay from cash flow. There's no SBA injection rule because there's no SBA loan, so $0 down is possible. It's uncommon, and sellers who agree usually want a higher price, a strong personal guarantee, and collateral. See the full seller financing guide.

3. A ROBS 401(k) rollover

If you have retirement savings, a ROBS lets you roll a 401(k) or IRA into your new company to fund the injection, no early-withdrawal penalty. Your pocket stays at $0, but it's your retirement money at risk, plus setup and admin fees. It's real, and it has real downside.

How each path fills the 5% equity gap, $1,000,000 business
PathYour cashWho fills the gapMain trade-off
Standby seller note only$50,000You (the other 5%)Still need real savings
Investor equity$0An outside investorYou give up ownership
100% seller financing$0The sellerHigher price, hard to find
ROBS rollover$0 pocketYour 401(k)/IRARetirement at risk, fees

The catch nobody mentions: DSCR

Even at $0 down, the business still has to carry the debt. Lenders underwrite to a DSCR of ~1.15 to 1.25×, cash flow has to exceed payments by 15 to 25%. The less equity in the deal, the more debt, the harder that test. A "no money down" deal that fails DSCR doesn't close.

The low-cash playbook

If you don't have much cash, stack these levers instead of chasing a magic $0:

  • Negotiate a full-standby seller note for the maximum 5%, it's the single biggest cash-saver. Start from our seller note term sheet.
  • Finance working capital and fees into the SBA loan so they don't come out of your pocket.
  • Target businesses with strong, stable cash flow so DSCR has room even with high leverage.
  • Bring one investor for the last slice rather than draining every dollar you own.

Model your real number

See exactly how much cash your deal needs, and the price your savings can actually support.

Frequently asked questions

Rarely with zero personal cash. With an SBA loan you must inject at least 10% equity; up to half can be a full-standby seller note, so your cash floor is about 5%. A true $0 deal needs investor equity, 100% seller financing, or a ROBS rollover.

The SBA requires a minimum 10% equity injection. A full-standby seller note can cover up to half, so realistically your own cash is about 5% of the price plus closing costs, roughly $50,000 on a $1,000,000 business.

Yes, but it's uncommon. With no bank there's no equity-injection rule, so $0 cash is possible, but sellers usually demand a higher price, a strong personal guarantee, and collateral. See the seller financing guide.

A documented gift can qualify. Borrowed funds like a HELOC count only if serviced by income outside the acquired business. The injection can never be a loan the business itself repays.

Sources

  1. SBA SOP 50 10 8 equity-injection and seller-note-on-standby rules, sba.gov 7(a) program; Windsor Advantage and Live Oak Bank (2025 to 2026).
  2. Acceptable equity-injection sources incl. gifts and HELOCs, Live Oak Bank and AdvisorLoans analyses (2025 to 2026).
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Educational only, not financial, legal, or tax advice, and not a loan offer. SBA rules change; confirm current requirements with an SBA-preferred lender before structuring a deal.