SBA Acquisition Attorney in Massachusetts

By Alex Lubyansky Managing Partner Last updated October 8, 2026

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

Serving clients across Massachusetts.

SBA Acquisition Attorney Practice in Massachusetts

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

Massachusetts Transaction Considerations

Massachusetts's Noncompetition Agreement Act requires garden leave pay (50% of highest salary in the last 2 years) during the restricted period, making non-compete retention in acquisitions expensive
The 4% millionaire surtax (effective 2023) significantly affects after-tax proceeds for high-value deal principals selling pass-through entities
Massachusetts has extensive biotech and life sciences tax incentive programs (MLSC) that can affect valuation of acquired entities with qualifying activities

Discuss Your Massachusetts Transaction

Share the basics. Alex reviews every inquiry and responds within one business day.

Full Name *

Email Address *

Phone Number (optional)

Company Name (optional)

How can we help? *

Transaction Size (optional)

Transaction Timeline (optional)

Describe your transaction (optional)

I consent to being contacted by Acquisition Stars regarding my inquiry. Submission does not guarantee engagement - all matters are reviewed before acceptance. *

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

Massachusetts 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 with 12-month cap and garden leave requirement. Sale-of-business exception.

Restricted under the Massachusetts Noncompetition Agreement Act (effective October 1, 2018). Non-competes are limited to 12 months (or 24 months if the employee breached a fiduciary duty). Prohibited for nonexempt employees, employees terminated without cause, employees under 18, and undergraduate/graduate students in internships. The employer must provide "garden leave" (50% of highest salary in the last 2 years) or other mutually agreed consideration. Non-competes in connection with the sale of a business are exempt from these restrictions.

Tax Considerations

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

Massachusetts imposes a flat 8% corporate excise tax on net income, plus a non-income measure (either net worth or tangible property). The state recently enacted a 4% surtax on personal income over $1 million (the "Fair Share Amendment"), which affects high-income sellers and pass-through entity owners.

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 require filing with the Massachusetts Secretary of the Commonwealth, Corporations Division. The Department of Revenue requires tax waivers for asset purchases. Professional corporations require additional filings with the relevant licensing board.

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.

Massachusetts has repealed UCC Article 6 (Bulk Sales). However, Massachusetts General Laws Chapter 62C, Section 51 imposes successor liability on asset purchasers for the seller's unpaid taxes. Buyers must request a tax waiver from the Department of Revenue 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 Massachusetts

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

Business Acquisition Lawyer in Massachusetts Due Diligence Attorney in Massachusetts

Ready to Discuss Your Massachusetts Deal?

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.

Request Engagement Assessment

We review every transaction inquiry within one business day.