Most of what buyers think they know about financing a CPA firm purchase is a little out of date. The numbers changed in mid-2025, and walking into a deal with the old assumptions about down payments and seller notes can slow down financing right when you need it to move fastest. That matters most for the deals actually happening across the industry: AICPA's most recent national benchmarking survey found that 81% of CPA firms report annual revenue of $5 million or less, and firms in the $1 million to $3 million range make up a large share of the buyer interest we see today. Understanding how the pieces actually fit together, not just that they exist, is what separates buyers who close on schedule from buyers who stall.
The SBA updated its lending rules in June 2025, and two changes matter most for a firm purchase. The minimum cash a buyer has to bring to closing dropped to 5% of the total deal cost, down from the 10% figure that circulated for years. At the same time, the rules around seller notes got stricter. A seller note can still count toward that required cash injection, but only if it sits on full standby, meaning no principal or interest payments, for the entire life of the SBA loan, typically 10 years. That is a big shift from the shorter, two-year standby period lenders used to accept.
This is not the SBA being arbitrary. A brief, looser stretch of rules between 2023 and 2025 let some buyers close with little or no cash of their own, and defaults rose as a result. The current rules exist because buyers with real cash in the deal tend to stay in the deal when things get hard.
SBA 7(a) loans for a firm purchase currently run in the range of 9% to 11.5% APR, a variable rate tied to Prime plus a spread the SBA caps by loan size. Terms typically run 10 years for the business itself, stretching to 25 years if real estate is part of the purchase. The maximum loan size is $5 million, well above what most deals in this range actually require, since a firm generating $1 million to $3 million in revenue typically sells for somewhere between $800,000 and $4.5 million depending on profitability and client mix. The SBA guarantees a portion of the loan, usually around 75%, which is what lets a lender extend financing against a practice's cash flow and client relationships rather than demanding collateral you may not have. Credit score requirements are set by individual lenders rather than the SBA for loans above $350,000, but a personal score of 680 or better remains the practical bar most buyers need to clear.
A seller note is simply a loan from the seller to you, covering part of the purchase price. In an SBA-financed deal, that note has to be formally subordinated to the SBA loan, meaning the bank gets paid first if anything goes wrong. If you use a seller note to help meet your cash injection requirement, it has to sit on full standby for the whole loan term, as covered above. One more limit worth knowing before you start negotiating: SBA financing generally will not accommodate an earnout or a price tied to future performance, since the loan is underwritten against one fixed number. If an earnout matters to your deal, that piece will likely need to live outside the SBA loan.
Some buyers finance part or all of a purchase using retirement funds through a structure called ROBS, Rollover as Business Startups. It lets you roll a 401(k) or IRA into a new company without triggering early withdrawal penalties or taxes, and it comes with no debt service at all. That appeal comes with real risk. Roughly half of ROBS-funded businesses fail within five years, and a failure does not just cost you the business, it can take your retirement savings down with it. There is also a wrinkle specific to CPA firms worth knowing before you get attached to this option. ROBS requires the buying entity to be a C corporation, and many CPA firms are structured as professional corporations or partnerships limited to licensed owners under state law. Confirm compatibility with an ERISA specialist and counsel familiar with CPA ownership rules before assuming this path is open to you.
Very few real deals use just one financing source. A common structure looks like an SBA loan covering most of the purchase price, a seller note covering part of the required cash injection, and personal savings or a HELOC covering the rest. Conventional bank financing is also worth a look if you have a strong existing banking relationship, since it skips SBA guaranty fees, though it usually asks for a larger down payment and more collateral in return. The right structure depends on what you actually have available and what the seller is willing to accept, not on picking whichever option sounds simplest.
Financing a firm purchase is less about choosing one option and more about designing a structure a lender will actually approve. Buyers who understand what each piece requires (cash, standby terms, credit, collateral) walk into negotiations with a real plan instead of a rough idea. That preparation is what keeps a deal moving once you find the right firm.
If you have not yet read our guide to buying your first CPA practice, it covers the fuller picture this financing detail fits into. CPA Deal Desk also works directly with buyers to help connect you with the right opportunities.