SBA Acquisition Attorney in Florida

By Alex Lubyansky Managing Partner Last updated October 8, 2026

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

Serving 3 markets across Florida.

SBA Acquisition Attorney Practice in Florida

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

Florida Transaction Considerations

Florida's non-compete statute expressly prohibits courts from considering the hardship to the restricted party, making it one of the most employer-friendly non-compete regimes in the country
Florida has no personal income tax, which significantly affects deal structure and makes pass-through entity acquisitions (S-corps, LLCs) particularly tax-efficient for Florida-resident buyers
Florida's homestead exemption (unlimited value, subject to acreage limits) can complicate personal guarantees and indemnification provisions in acquisition agreements involving individual sellers

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SBA Acquisition Attorney Service Areas in Florida

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

Florida 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.

Strongly enforced under statutory framework (Section 542.335). Hardship to employee not considered.

Florida has one of the strongest non-compete enforcement frameworks in the country under Florida Statute Section 542.335. Courts presume reasonable any restraint of six months or less, apply a rebuttable presumption of reasonableness for restraints up to two years, and presume unreasonable any restraint exceeding two years. Courts may not consider the hardship to the restricted party when deciding enforceability. Blue-penciling and reformation are expressly authorized.

Tax Considerations

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

Florida imposes a 5.5% corporate income tax but has no personal income tax. This makes Florida particularly attractive for S-corp and LLC acquisitions, as pass-through income to Florida-resident owners avoids state income taxation. Asset purchases benefit from Florida's favorable treatment of intangible property (no intangible tax since 2007).

Filing Requirements

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

Entity mergers, conversions, and dissolutions require filing with the Florida Division of Corporations (Sunbiz). Bulk asset purchasers must obtain a clearance letter from the Department of Revenue. Professional license transfers require separate filings with the Department of Business and Professional Regulation.

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.

Florida has repealed UCC Article 6 (Bulk Sales). However, Florida Statute Section 212.10 imposes successor liability on buyers of business assets for the seller's unpaid sales tax. Buyers must request a tax clearance letter from the Florida Department of Revenue. Closing without a clearance letter exposes the buyer to the seller's tax debt, up to the purchase price.

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 Florida

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

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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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