SBA Acquisition Attorney in Michigan

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

Serving 1 market across Michigan.

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SBA Acquisition Attorney Practice in Michigan

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

Michigan Transaction Considerations

  • Michigan's automotive industry creates unique M&A considerations, including complex supply chain contracts, UAW labor agreements, and environmental liabilities at manufacturing sites
  • Michigan's Antitrust Reform Act provides a statutory framework for non-competes that differs from the common-law approaches of neighboring states
  • Michigan Renaissance Zone benefits (tax-free zones) may be relevant to acquisitions of businesses operating in designated areas

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SBA Acquisition Attorney Service Areas in Michigan

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

Detroit

Detroit SBA Acquisition Attorney

Michigan 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.

Enforceable under statutory framework (MARA). Reformation available.

Enforceable under the Michigan Antitrust Reform Act (MARA), MCL 445.774a. Non-competes must be reasonable in duration, geographic area, and type of activity. Michigan courts apply the "rule of reasonableness" and may reform overbroad covenants. Typical enforceable periods are 1-3 years depending on the circumstances.

Tax Considerations

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

Michigan imposes a 6% Corporate Income Tax (CIT) on C-corporations. Pass-through entities are generally not subject to entity-level tax. Michigan uses a single sales factor apportionment formula with market-based sourcing. The state repealed its Michigan Business Tax in 2012 and replaced it with the simpler CIT.

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 Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division. Annual reports are required. Certain regulated industries require separate filings.

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.

Michigan has repealed UCC Article 6 (Bulk Sales). The Michigan Department of Treasury can impose successor liability on asset purchasers for the seller's unpaid taxes. Buyers should request a tax clearance letter 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 Michigan

Acquisition Stars handles M&A transactions for Michigan 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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We review every transaction inquiry within one business day.

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