— Buying
Buying a business with truly zero personal cash is rare but possible through specific structures: SBA 7(a) financing with minimum equity injection from non-cash sources, seller financing for the majority of purchase price, search fund equity from investors, or earnout-heavy deals tied to future performance. The SBA 7(a) program requires at least 10 percent equity, but that equity can sometimes come from sources other than the buyer's personal cash (gift, retirement rollover, seller-held subordinated note).
Most "no money down" claims are misleading. Realistic low-equity acquisitions exist, but require buyer creditworthiness, seller cooperation, or both.
The headline of "buy a business with no money down" is often promoted by people selling courses. The reality is that legitimate acquisitions require some combination of buyer equity, lender debt, and seller-held paper. Reducing buyer equity to near-zero shifts that risk somewhere — typically to the seller, the lender, or the buyer's personal credit profile.
SBA 7(a) is how most $1M-$5M buyers actually finance acquisitions. Minimum 10 percent equity injection, but the equity can sometimes come from non-cash sources.
The SBA 7(a) program guarantees up to $5M in financing for business acquisitions. The program requires the buyer to inject at least 10 percent of the project cost as equity. That equity can come from:
Seller financing is common in small business acquisitions, typically 10-30 percent of purchase price.
A seller note is a debt obligation from buyer to seller, paid over time post-closing. Typical structures: 5-10 year amortization, interest rate above prime, subordinated to senior bank or SBA debt. Aggressive structures use seller financing for 50+ percent of purchase price — but few sellers will agree without strong buyer credit and significant collateral.
For traditional searchers, equity comes from search fund investors, not personal cash. But the searcher gives up a substantial equity stake.
The traditional search fund model: a searcher raises $300K-$500K from investors to fund a 1-2 year search, then those investors plus new investors fund the acquisition equity at closing. The searcher typically retains 25-30 percent equity (with vesting tied to performance).
Self-funded search compresses this — the searcher self-funds the search period, then raises only acquisition equity. Searcher retains more equity (40-60 percent) but bears more personal risk during the search.
Heavy earnouts shift purchase price from closing day to future performance, reducing upfront capital needed.
Example: a $2M business priced at $2.5M with $1.5M paid at closing and $1M paid as earnouts over 3 years tied to revenue or EBITDA performance. The buyer needs less closing-day equity. The seller takes on performance risk.
Earnouts are common sources of dispute. If structuring, define the metric precisely, define the measurement process, and define seller protections around how the business will be operated during the earnout period.
Reducing buyer cash does not eliminate diligence costs, working capital needs, or personal guarantees.
Even in a low-equity structure, the buyer typically still needs:
This article is general educational information and not financial, tax, or legal advice. Specific transactions require your own attorney, CPA, and an experienced M&A advisor.
— Talk to an advisor