SBA Acquisition Attorney in Illinois

By Alex Lubyansky Managing Partner Last updated October 8, 2026

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

Serving 1 market across Illinois.

SBA Acquisition Attorney Practice in Illinois

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

Illinois Transaction Considerations

Illinois's Freedom to Work Act imposes detailed procedural requirements (14-day review period, written advisement to consult counsel) that must be evaluated when assessing a target company's non-compete portfolio
Chicago imposes its own transaction taxes and licensing requirements that can affect M&A deal costs for businesses operating in the city
Illinois does not allow combined unitary reporting, which means buyers need to evaluate each entity in a target group separately for state tax purposes

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SBA Acquisition Attorney Service Areas in Illinois

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

Chicago

SBA Acquisition Attorney in Chicago

Illinois 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 salary threshold ($75,000+). Mandatory 14-day review period.

Restricted by the Illinois Freedom to Work Act (effective January 1, 2022). Non-compete agreements are prohibited for employees earning $75,000 or less annually (threshold increases by $5,000 every five years). Non-solicitation agreements are prohibited for employees earning $45,000 or less. Employers must advise employees to consult an attorney before signing, with a 14-day review period. The sale-of-business exception is preserved.

Tax Considerations

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

According to the Illinois Department of Revenue, corporations other than S corporations pay 7% income tax plus 2.5% replacement tax, a combined 9.5% before other adjustments. S corporations and partnerships have different treatment. Review entity classification, apportionment and reporting obligations before comparing transaction structures.

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 are filed with the Illinois Secretary of State, Business Services Department. Bulk asset purchases require notification to the Department of Revenue and obtaining Form ST-4 clearance. The Illinois Securities Department may need to be notified for certain stock transactions.

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.

Illinois has repealed UCC Article 6 (Bulk Sales). However, the Illinois Department of Revenue can impose successor liability on asset purchasers for the seller's unpaid sales, use, and withholding taxes under 35 ILCS 120/5j. Buyers must obtain a tax clearance letter (Form ST-4) before closing.

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 Illinois

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

Business Acquisition Lawyer in Illinois Purchase Agreement Attorney in Illinois

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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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