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From Brad · The July Memo
Feature Topic: What Every SBA Buyer Should Know Before Signing a Personal Guarantee
I often get contacted by buyers after they have signed a personal guarantee, asking what they actually committed to. That is the wrong time to ask. The right time is before the LOI, because the guarantee is not a formality buried in the closing stack. It is the document that determines what you are personally exposed to if the business you are buying does not perform the way the projections say it will.
Here is what you actually signed. An SBA personal guarantee is a full, unconditional promise: if the business cannot service the loan, the lender can look to you personally for the balance. When a bank officer reviews your personal financial statement, they are not admiring your net worth. They are asking one question: if this deal goes sideways, what can we actually recover, and from whom?
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What the bank is really pricing
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Liquidity
What you could actually cover
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Net worth
What fallback you have
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Experience
Can you operate this business
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And what happens if the business struggles after close? Truthfully, the guarantee is not there so the bank can take your house in month one. Lenders would rather restructure than chase collateral. But the guarantee is what keeps every owner at the table while that workout happens, and it is why the bank underwrites you as carefully as it underwrites the business. A workout, in plain terms, is the process where the lender and the borrower renegotiate the loan terms to get a struggling loan back on track.
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A small stake does not mean small exposure. A guarantee is exposure to the full loan, not to your percentage of it.
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The rule that surprises everyone · since June 1, 2025
If any original owner stays on the cap table, the SBA treats your acquisition as a partial change of ownership. In a partial change of ownership, every equity holder personally guarantees the loan for at least two years. There is no small-stake exception. A 5% passive investor signs the same full guarantee as the 60% buyer.
This is SBA policy, not a bank's internal policy. No lender can waive it.
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I spent over a decade as a bank officer before founding CLX, and we have reviewed 1,500+ deals in the past three years. This rule is now one of the most common reasons investor-backed deals stall in underwriting, and it almost always surfaces after the investor terms are agreed. The good news: if the seller exits 100%, the standard rules apply, and passive investors under 20% are generally off the hook. The structure of the seller's exit, not the size of your investor's check, is what determines who signs.
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