SBA Acquisition Attorney in Colorado

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Acquisition Stars advises buyers and sellers on sba acquisition attorney matters across Colorado.

Serving 1 market across Colorado.

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SBA Acquisition Attorney Practice in Colorado

Acquisition Stars advises buyers and sellers on sba acquisition attorney matters across Colorado. Alex Lubyansky leads every engagement, and has been M&A counsel since 2013 across transactions of varying complexity, from lower-middle-market deals to multi-party structures.

Colorado Transaction Considerations

  • Colorado's legalized cannabis industry creates unique M&A considerations, as state-licensed cannabis businesses cannot be acquired by entities with certain disqualifying ownership or criminal history
  • The Colorado Public Utilities Commission must approve acquisitions of regulated utilities, telecommunications providers, and certain energy companies
  • Colorado's 2022 non-compete reforms require specific notice and disclosure at the time of signing, and violations carry penalties of $5,000 per affected worker

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SBA Acquisition Attorney Service Areas in Colorado

Acquisition Stars represents clients in each of the following markets. Click any city to learn about sba business acquisition law services in that area.

Denver

Denver SBA Acquisition Attorney

Colorado Legal Framework for SBA Business Acquisition Law

Non-Compete Agreements

The lender expects a seller covenant that holds up, because the loan is underwritten on the goodwill the covenant protects.

Restricted by an annually adjusted salary threshold ($130,014 in 2026) under C.R.S. 8-2-113. Sale-of-business exception applies.

Highly restricted under Colorado Revised Statutes Section 8-2-113 (amended 2022). Non-competes are void unless the restricted party earns above a salary threshold ($130,014 in 2026, adjusted annually). Non-solicitation agreements require a lower threshold ($78,008.40 in 2026). An exception exists for non-competes in connection with the sale of a business. Employers must provide notice of the covenant in a separate document at or before the time the agreement is signed.

Tax Considerations

Successor liability for unpaid state taxes falls on the borrower, so the lender requires clearance before the loan funds.

Colorado imposes a flat 4.4% corporate income tax based on federal taxable income. The state follows a single-factor sales apportionment formula. Colorado has adopted market-based sourcing for service revenue. Buyers should verify Colorado-specific treatment of Section 338(h)(10) elections and asset step-up provisions.

Filing Requirements

Spousal guarantees in community property states and buyer entity filings are lender closing conditions with their own lead time.

Entity mergers and conversions must be filed with the Colorado Secretary of State. Annual reports are required for all Colorado entities. Businesses operating in regulated industries (cannabis, energy, insurance) require separate approvals.

Bulk Sales / Asset Purchases

Lender closing conditions include creditor notice or tax clearance where the state keeps them, and that timing sets the funding date.

Colorado has repealed UCC Article 6 (Bulk Sales). Buyers should still request a tax clearance from the Colorado Department of Revenue, as successor liability for unpaid sales and withholding taxes can attach to asset purchasers.

The federal framework for a SBA-financed acquisition

  • An SBA 7(a) loan is the financing many buyers use to fund the purchase of an existing business, and a change-of-ownership loan follows its own eligibility and structuring rules set out in the SBA's current Standard Operating Procedures. Because the lender, not just the buyer, has to satisfy these rules, the purchase agreement and the loan application get negotiated together rather than in sequence.
  • Equity requirements depend on the ownership-change type and the SBA procedures in effect when the loan is processed. Have the lender confirm the transaction category, required contribution and acceptable sources before relying on a proposed seller note. Whether debt counts toward equity is separate from how much seller financing the purchase structure can carry.

Owners at 20 percent or more generally must guarantee

SBA regulations generally require any owner holding at least 20 percent of the business to personally guarantee the loan, under 13 CFR 120.160. The lender can also require other individuals or entities to guarantee even below that threshold if it wants more support for the credit. A buyer bringing in minority partners should know upfront who the lender will require to sign.

Sources: 13 CFR 120.160(a)

Equity contribution depends on the transaction type

SBA treats equity as one underwriting factor, so the minimum comes from its Standard Operating Procedures: SOP 50 10 8 (effective June 1, 2025) and SOP 50 10 8.1 (effective October 1, 2026). Version 8 requires at least 10 percent of total project costs for a complete change of ownership to a new owner, excluding lines of credit and 504 loans; seller debt counts only on full standby for the loan's life and no more than half of the required injection. Version 8.1, Appendix 15, sets 10 percent for an Initial Acquisition, not reducible; also 10 percent for Business Expansions and Owner Buyouts, which the lender may reduce or eliminate if the borrower meets liquidity and net-worth tests. Under 8.1, standby debt, seller debt and non-controlling minority equity together supply no more than half, and seller debt must be subordinated and on full standby to count. Confirm the version and category with the lender first.

Sources: 13 CFR 120.150, SOP 50 10 8, effective June 1, 2025, Section B, Ch. 1, Equity requirements, SOP 50 10 8, effective June 1, 2025, Section B, Ch. 1, Equity requirements, SOP 50 10 8.1 with Technical Policy Updates, effective October 1, 2026, Appendix 15, Underwriting, Equity Requirements and Limited Equity Injection Sources

Diligence focus for a SBA-financed acquisition

  • Whether minority owners cross the personal guaranty threshold
  • How much of the price the seller note can fund
  • Standby terms on any seller note in the structure
  • Lender's timeline for approval against the purchase agreement deadline
  • Community property or spousal guaranty requirements where they apply

Other M&A and Securities Services in Colorado

Acquisition Stars handles M&A transactions for Colorado clients and works with securities counsel on securities matters. Alex Lubyansky leads every M&A engagement.

Business Acquisition Lawyer in Colorado Franchise Acquisition Lawyer in Colorado Due Diligence Attorney in Colorado

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Alex Lubyansky leads every sba business acquisition law engagement, with an associate supporting the work.

M&A counsel since 2013. Nationwide practice. LOI through closing.

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We review every transaction inquiry within one business day.

Your information is kept strictly confidential and will never be shared. Privacy Policy