How to Raise Money to Buy a Business With Little or No Money Down in 2026 (7 Structures)
by Raises.com
You can buy a business with little of your own money by combining a seller note on standby, an SBA 7(a) loan and outside equity raised through an SPV, but "no money down" almost never means zero: it means the down payment comes from someone other than you. The buyer still needs a deal that cash-flows, a lender-ready package and a structure investors can sign. Raises.com builds that structure for a flat fee and introduces the debt and equity sources.
The 7 no-money-down structures, ranked by how often they close
- SBA 7(a) plus a standby seller note. Under the current SBA operating procedures a seller note on full standby for the life of the loan can cover up to half of the required 10 percent injection. On a $1.5 million purchase that turns a $150,000 down payment into $75,000.
- Investor equity for the injection. Investors in an SPV fund the remaining injection and working capital in exchange for a preferred return and a share of profits. You contribute the deal, the operating plan and your guarantee.
- Majority seller financing. Retiring owners of smaller businesses regularly carry 50 percent or more when the buyer is credible and the price is right. The bank piece shrinks, and so does the injection.
- A capital partner or co-buyer. One operating partner and one financial partner splitting equity is the oldest structure in the book. It costs upside, not cash.
- Seller rollover equity. The seller keeps a stake instead of cashing out 100 percent. Cody Sechelski's example on the podcast: sell 70 percent of a $100 million business for $70 million, roll the remaining $30 million into the acquirer's portfolio, and get a second payday when the portfolio sells. In his own HVAC close the seller rolled equity alongside a seller note, which cut the cash needed at close.
- Earn-outs and deferred consideration. Part of the price is paid from future performance. It reduces the amount you need to fund on day one and shares the risk of customer attrition with the seller.
- Asset-based lending on the target's own balance sheet. Receivables, equipment and inventory of the business you are buying can be borrowed against at close, funding part of the price with the target's assets.
How each structure changes what you bring to close
| Structure | Your cash at close | Who funds the rest | What it costs you | Risk to watch |
|---|---|---|---|---|
| SBA + standby seller note | About 5% of project cost | Bank (SBA-guaranteed) and seller | Interest, personal guarantee | Seller must accept standby terms |
| Investor SPV funds the injection | Near zero, plus closing costs | Investors and bank | Preferred return plus profit share | Lender approval of the equity source |
| Majority seller financing | Small | The seller | Interest, security interest, often a consulting agreement | Seller default remedies |
| Capital partner | Near zero | Your partner | A large share of equity | Control and decision rights |
| Seller rollover equity | Reduced by the rolled amount | Seller stays invested | Minority partner to manage | Alignment on exit timing |
| Earn-out | Reduced by the earn-out amount | Future cash flow | Nothing if targets are missed | Disputes over how targets are measured |
| Asset-based lending | Small | ABL lender against target assets | Higher rate, borrowing base audits | Availability shrinks with receivables |
What the lender still requires, whatever the structure
- Cash flow that covers the new debt. A debt service coverage ratio of 1.25x or better after your salary is the common floor.
- Your relevant experience. A first-time buyer with industry experience is bankable; a first-time buyer with none needs a stronger seller transition or an operating partner.
- A personal guarantee from every owner of 20 percent or more.
- Approved sources of injection. Investor equity is fine, but the lender wants to see the subscription documents and the operating agreement, which is why the SPV has to be built before the loan closes, not after.
What this looks like on a real close
In July 2026 a Raises.com client, a Texas construction operator named Cody Sechelski, closed the inaugural acquisition of his services roll-up: a profitable Texas HVAC contractor in the roughly $2.4 million range. The stack was an institutional senior credit facility, junior debt, a seller note, seller rollover equity and a structured equity gap, closed with minimal sponsor cash equity. He booked his first call in October 2025, so the active engagement ran about seven months, including a funding tournament across multiple capital firms and a final lender that quoted three weeks and took two months. The close was covered by Yahoo Finance, AP News, Morningstar and The Globe and Mail, and he tells the whole story on the podcast.
Raises.com has helped clients raise more than $300 million across business acquisitions, real estate and funds, with 143 documented case studies in the clients' own words. The service is flat fee: no success fee, no carry, no broker-dealer placement charge, and pricing is published on the booking page.
Watch: How to Buy Businesses with No Money | Use Other People’s Money Like a Pro
Watch: How to Buy Businesses with No Money – The Smart Investor Strategy Explained
Frequently asked questions
Is it really possible to buy a business with no money down?
It is possible to close with very little of your own cash by combining a standby seller note, an SBA loan and investor equity. Zero is rare because lenders want to see the buyer has something at risk, and closing costs are real.
What is the minimum down payment for an SBA business acquisition loan?
Ten percent of total project cost for a complete change of ownership, with up to half of that allowed to come from a seller note on full standby. Lenders may ask for more on thin cash flow.
Will a seller really finance most of the price?
Owners of smaller businesses with few outside buyers often will, especially retiring owners who care who takes over. The key terms are the rate, the amortization, the standby period, and what the seller can do if you miss a payment.
Can investors fund my down payment?
Yes, through an SPV that sells units under Regulation D. The investors receive a preferred return and a share of profits; you keep control as the manager and personally guarantee the senior loan.
What about using my retirement account?
A ROBS arrangement lets your 401(k) buy stock in a C-corporation that buys the business, without early-withdrawal penalties when done correctly. It is a legitimate injection source, and it also puts your retirement into a single company.
Where to go next
- How Raises.com structures and raises capital for business acquisitions (flat fee, no success fee, no carry).
- The step-by-step guide to buying a business, from search to close.
- The Texas HVAC acquisition press release covered by Yahoo Finance, AP News and Morningstar.
- Watch the client videos and read the FAQ before you book.
- Book a strategy call with one of the advisors. Pricing is shown on the booking page before you pick a time.