SBA Acquisition Attorney in Tennessee

By Alex Lubyansky Managing Partner Last updated October 8, 2026

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

Serving 1 market across Tennessee.

SBA Acquisition Attorney Practice in Tennessee

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

Tennessee Transaction Considerations

Tennessee's franchise tax has a net worth component that can create significant tax liability for capital-intensive acquisitions, and recent litigation has challenged its constitutionality
Tennessee has no personal income tax, which benefits pass-through entity acquisitions where owners are Tennessee residents
Nashville's growth as a healthcare industry hub creates active M&A markets with specific regulatory requirements for healthcare entity transactions

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SBA Acquisition Attorney Service Areas in Tennessee

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

Nashville

SBA Business Acquisition Law in Nashville

Tennessee 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 with blue-pencil available. Independent consideration required post-hire.

Enforceable under common law if reasonable. Tennessee courts apply a reasonableness standard, examining whether the restriction protects a legitimate business interest and is reasonable in time, geography, and scope. Tennessee courts will blue-pencil overbroad covenants. Tennessee law requires independent consideration for non-competes signed after the initial hire.

Tax Considerations

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

Tennessee imposes a 6.5% franchise and excise tax on net earnings. The franchise tax is based on the greater of net worth or the book value of real and tangible personal property in Tennessee. Tennessee has no personal income tax (the Hall Tax on investment income was fully repealed in 2021). The no-personal-income-tax status benefits 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 must be filed with the Tennessee Secretary of State. Annual reports are required. The Department of Revenue handles franchise and excise tax registrations.

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.

Tennessee has repealed UCC Article 6 (Bulk Sales). The Tennessee Department of Revenue may impose successor liability on asset purchasers for the seller's unpaid taxes under Tennessee Code Annotated Section 67-1-1440. A tax clearance should be obtained 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 Tennessee

Acquisition Stars handles M&A transactions for Tennessee 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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