Understanding Business License Qualification in SBA Lending

When pursuing SBA financing for your business acquisition or startup, one often-overlooked requirement can make or break your loan approval: business license qualification.

Understanding the nuances of licensing requirements across different stakeholders is essential for a smooth lending process.

Why Business License Qualification Matters

Successfully qualifying for the necessary business licenses isn't just a regulatory checkbox - It's a fundamental requirement that demonstrates your business's legal right to operate.

Without proper licensing, your business cannot legally function, making it an unacceptable risk for any lender. This is particularly critical in regulated industries such as

• healthcare
• food service
• construction
• professional services
• transportation.

The Equity Holder Requirement

SBA banks typically require that at least one equity holder in the ownership group can personally qualify for the business license. This requirement exists because banks need assurance that the business can legally operate under its new ownership structure.

If none of the owners can meet the licensing requirements, whether due to background issues, lack of experience, or other disqualifying factors, the entire loan application becomes untenable.

This means that before finalizing your ownership structure, you need to verify that your team includes someone who meets all licensing requirements for your specific industry and location.

SBA vs. Bank Requirements: Understanding the Variance

While the SBA sets baseline requirements for lending, individual banks often impose additional or more stringent criteria for business licensing. The SBA might accept certain licensing arrangements that a particular bank finds too risky for their portfolio. These bank-specific requirements, known as "bank overlays," can include:

• Higher experience requirements for license holders
• More stringent background check standards
• Additional insurance or bonding requirements
• Specific educational or certification prerequisites

It's crucial to understand your chosen lender's specific requirements early in the process, as these can significantly impact your loan eligibility.

Always Verify Who You're Working With

This SMB controversy on X over the weekend is a healthy reminder of a few things:

• Always verify who you're working with
• Running an HVAC business (or any other skilled trade business) is not easy - especially if you have no experience in it.
• Always verify the experience and credentials of anyone you work with - investors, advisors, consultants, etc.

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Mike Botkin @MikeBotkin_ Man, just read a crazy article about a guy (on twitter) who bought an HVAC company a few years ago and just tried filing bankruptcy, and the judge said no. He is also on twitter selling services for business and life consulting and coaching. Be careful out there folks. I 6:24 AM • Jul 19, 2025 14 Retweets 457 Likes Read 60 replies

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Local Authority Requirements: Another Layer of Complexity

Perhaps the most variable aspect of business licensing is what local municipalities and regulatory authorities require versus what SBA banks require. This creates a three-way relationship between:

1. Local licensing authorities (city, county, state regulatory bodies)
2. SBA guidelines (federal lending requirements)
3. Individual bank policies (lender-specific overlays)
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Each may have different standards for the same license. For example, a local authority might allow a business license with certain ownership structures that an SBA bank finds unacceptable for lending purposes. Conversely, you might meet all SBA and bank requirements but discover additional local requirements you hadn't anticipated.

Navigating the Complexity

To successfully navigate these multiple layers of requirements:

Start early: Begin researching licensing requirements during your initial business planning, not when you're ready to close on financing.

Engage professionals: Work with attorneys specializing in your industry and SBA lending experts who understand the interplay between these different requirement sets.

Communicate with all parties: Maintain open dialogue between your legal team, SBA lender, and local licensing authorities to identify potential conflicts before they become problems.

Document everything: Keep detailed records of all licensing communications and requirements from each authority.

Plan for contingencies: Have backup plans if licensing issues arise, such as alternative ownership structures or additional qualified parties.

The Bottom Line

Business license qualification is a critical component of SBA lending that requires careful attention to multiple, sometimes conflicting, sets of requirements. Success depends on understanding that what satisfies one authority may not satisfy another, and planning accordingly. By addressing licensing requirements early and comprehensively, you can avoid costly delays and potential deal-breakers in your SBA financing journey.

If you're planning to include outside investors in your acquisition, let's discuss how to structure your documentation process for optimal efficiency and compliance.

​Schedule a Buyer Strategy Call​

Let's ensure your investor documentation supports your acquisition timeline rather than complicating it.

Disclaimer: The information in this newsletter is for informational purposes only and should not be considered legal or financial advice. Business buyers are encouraged to consult with their legal counsel and accountant to ensure the proper structuring of their transactions and to fully understand the tax implications of seller financing.

Thanks for reading! Feel free to reply directly to this email with any questions or thoughts.