← Blog
Buying a Business10 min read

How to Buy a Business With No Money Down: What Works in 2026

The short answer: You can’t buy with literally $0 of anyone’s money. A first acquisition with an SBA loan now needs 10% equity. Your own cash can be as low as 5% if the seller carries the other 5%. Getting to $0 of your own cash means an investor puts it in, and they’ll own part of the business.

You can take over a $2 million business that earns $500,000 a year with about $110,000 of your own money. That’s not a YouTube trick. It’s the standard SBA structure Mark Fleming’s firm uses on almost every first deal. What did stop working is the version the videos sell: zero down. That ended on 1 October 2026.

This post is for the person still in a corporate job, with some savings, wondering whether buying a business is realistic. It mixes what Mark told us on Inside Micro PE (he has closed more than 20 acquisitions and advised on about 40 through his firm, Owner Actions) with the current SBA rules and our own numbers, so you can work out what you’d actually need.

Key Takeaways
  • 5% is the real floor. On a $2M business, that’s about $110,000 of your own money.
  • The seller funds the other 5% through a note that isn’t paid until the bank loan is cleared.
  • Sellers say no to that note until you frame it the right way. Mark calls it a bonus.
  • Your 5% doesn’t have to be savings. Retirement funds, a gift, home equity or a small investor can all count, with conditions.
  • The bank checks the business, not you. Every $1M you borrow needs roughly $200,000 a year of earnings behind it.

How much cash do you actually need?

On a 5%-down SBA deal, your own cash is 5% of total project cost: the purchase price plus about 10% for closing costs and working capital. That is about $55,000 on a $1M business, $110,000 on $2M, $165,000 on $3M and $275,000 on $5M.

Purchase priceTotal project cost*SBA loan (90%)Seller note (5%)Your cash (5%)Earnings the bank needs to see**
$1M$1.1M$990K$55K$55K~$196K a year
$2M$2.2M$1.98M$110K$110K~$393K a year
$3M$3.3M$2.97M$165K$165K~$589K a year
$5M$5.5M$4.95M$275K$275K~$981K a year

*Price plus about 10% for closing costs and working capital. Real figures vary by deal.

**Our calculation: a 10-year SBA loan at about 10%, at the 1.25x debt coverage the SBA now requires. “Earnings” means cash profit (EBITDA) after paying someone a market salary to run the business.

Two things the table tells you. Your cash needs scale with the deal, so pick a deal size that matches your savings before you start looking. And the business has to earn enough: at a typical price of 4 times earnings, a $2M business earns about $500K, which clears the $393K bar.

Rule of thumb: every $1M you borrow needs about $200,000 a year of earnings to get past the bank.

Why did “zero down” stop working?

Because the SBA rulebook changed. The version that applies to loans from 1 October 2026 caps seller notes and other borrowed sources at half of the 10% equity, requires the change of ownership to close in one go, and generally rules out earnouts. That removed the structures sold as zero down.

The SBA’s 7(a) loan program funds most small US acquisitions. Its rulebook (called the SOP) changed twice in 18 months. The newest version applies to loans from 1 October 2026.

Before (from June 2025)Now (from 1 October 2026)
Equity you must bring10%10% of total project cost, with no reduction for a first acquisition
How much a seller note can coverUp to half, if on full standbySeller notes and other borrowed sources capped at half
Earnings cover the bank wants1.15x the loan payments1.25x, from past earnings only, not projections
Independent check of the numbers (QoE report)OptionalRequired on deals of $3M or more
How long the seller can stay on as a consultant12 months24 months

The “zero down” structures still advertised online mostly relied on things that no longer work in an SBA deal:

How does a 5% down SBA deal work?

The SBA loan covers 90% of the project, you put in 5% in cash, and the seller carries 5% as a note on full standby, so no payments or interest are due until the SBA loan is repaid. Here’s the structure Mark’s firm uses on almost every first deal:

  1. The SBA loan covers 90% of the project.
  2. You put in 5% in cash.
  3. The seller carries 5% as a note on full standby: no payments and no interest paid until the SBA loan is repaid, usually 10 years later.

On a $2M business earning $500K a year:

Amount
Purchase price (4x earnings)$2,000,000
Closing costs and working capital$200,000
Total project cost$2,200,000
SBA loan$1,980,000
Seller note on full standby$110,000
Your cash$110,000

$110,000 of your money buys control of a business earning $500,000 a year. That’s the math that pulled Mark out of hedge funds. At 4 times earnings, a business pays back 25% of its price every year, and the financing costs under 10%. In his words: “It’s a pretty nice spread with a low down payment.”

How do you get the seller to agree to a standby note?

Present the note as the part of the price the seller collects as the business keeps performing, not as a delay. Mark Fleming’s firm, Owner Actions, agrees the full asking price first and calls the note a bonus. The seller still receives about 95% at closing.

This is where most first-time buyers get stuck. A note with no payments for 10 years doesn’t sound like money to a seller.

“Sellers are really, you know, they don’t want to do that. We phrase it as a bonus.”

Mark Fleming

Owner Actions agrees the full asking price, then presents the standby note as the part the seller collects as the business keeps doing well. Why it lands:

How you might say it (our wording, not Mark’s): “We’re paying your full price. About 95% arrives at closing. The last 5% is paid as a bonus once the bank loan is cleared, out of the business you built.”

Be straight that it is a loan, not a gift. Then get these in writing:

Where can your 5% come from?

Your 5% has to be real money, but it doesn’t all have to be savings. Lenders generally accept savings, a documented family gift, ROBS retirement funds, a home equity loan with conditions, and a passive investor owning under 20%. Here’s the detail:

SourceCounts?The catch
SavingsYesLenders usually want to see it in your account for a while before closing, with statements
A gift from familyYesNeeds a gift letter plus proof the money moved; a letter alone isn’t enough
Retirement funds through a ROBS*YesSet-up and admin costs, and you’re betting retirement money on one business
Home equity loan or HELOCOnly with conditionsYou must be able to repay it from income outside the business you’re buying
A passive investor owning under 20%YesThey own part of the business; at 20% or more they must guarantee the loan too

*ROBS (Rollover as Business Startup) lets you invest 401(k) or IRA money in your own company without an early-withdrawal penalty.

Check your lender’s list before you count on any of these. Each bank applies the rules a little differently.

Can you really put in $0? Buying with your resume

Yes, but only with someone else’s equity. Owner Actions runs a fund that will put in the full down payment for some buyers. Mark calls it buying with your resume:

“Your resume should look like the resume of someone they would hire for the role of CEO of this company. And if your resume looks like that, we will put the money in.”

Mark Fleming

His bar: 10 to 15 years of work experience, at least 5 of them managing people or selling, and experience in the industry you’re buying into.

Here’s how the routes compare:

RouteYour cashWhat it costs you
5% down + standby seller note5%Nothing beyond the debt
Investor or fund puts in the down payment$0A share of the company, negotiated
Traditional search fund$0Most of the equity; you typically earn a minority stake over time
Acquisition partner (e.g. Owner Actions)5%, or $0 with its fund15% equity for running the search and deal; services at cost after closing

What if you skip the SBA loan?

You can ask the seller to finance the deal directly, but it isn’t low-down. Sellers typically finance a third or more of the price, so buyers put down about a third or more, on a loan of 5 to 7 years. In detail:

On a $2M business, that’s roughly $660,000 down instead of $110,000. Mark thinks every country should copy the SBA, and this is why: it’s the reason a US buyer can get in at 5%.

Will the bank approve it? Run the stress test

Low equity means a big loan, so the bank’s test is the one that decides your deal.

On the $2M example, the loan costs about $314,000 a year. Here’s what happens if earnings come in lower than the seller’s numbers:

If yearly earnings are…Loan paymentsCoveragePasses the 1.25x test?
$500,000 (as advertised)$314,0001.59x✅ Yes
$400,000 (20% lower)$314,0001.27x⚠️ Just
$375,000 (25% lower)$314,0001.19x❌ No

Our calculation: 10-year loan at 10% (prime of 7% plus the SBA’s 3-point maximum on loans over $350,000).

The price matters as much as the earnings. Pay 5 times earnings ($2.5M) instead of 4 times for the same $500K business, and coverage drops to about 1.27x. One negotiation point is the difference between a comfortable deal and one that barely clears.

Mark’s warning about life after closing makes the same point. A typical seller earns about $1 million and lives on about $150,000, so a $50,000 leak doesn’t hurt them:

“Then when you come in and you’ve got $1 million and a $600,000 loan payment, things are a lot tighter.”

Mark Fleming

Which deals work with 5% down?

Mark’s sweet spot is $2M to $10M, with most deals between $2M and $5M.

What should you do this week?

Mark’s advice for someone still in a job: go to the listing sites, look at everything, and ask honestly which businesses you’d be the right owner for. “The seller is going to choose who they want to buy.”

Then:

  1. Find your number. Add up savings and any of the sources above, then divide by 5%. That’s your ceiling for total project cost. $110K gets you to about a $2M business.
  2. Check the earnings bar. Shortlist businesses that earn about $200K a year for every $1M you’d borrow.
  3. If the cash isn’t there, your resume is the pitch. Write down why you’d be the CEO an investor would hire.

Watch the full conversation

Mark went much further on Inside Micro PE: what happens after the wire clears, why cash collection slows in the first 90 days, why brokers stiff-arm first-time buyers, and why he thinks every country should copy the SBA.

▶ Watch: Inside Micro PE with Mark Fleming on YouTube

Frequently Asked Questions
Can you buy a business with no money down?

Not with an SBA loan alone. Since 1 October 2026, a first acquisition needs 10% equity, and at least half must be real cash. You can put in none of your own money only if an investor or fund supplies it.

How much money do I need to buy a $1 million business?

About $55,000 of your own cash with an SBA loan and a standby seller note: 5% of a total project cost of roughly $1.1M once closing costs and working capital are added.

What is the minimum down payment for an SBA business acquisition loan?

10% of total project cost. Up to half can be a seller note on full standby, so your own cash can be as low as 5%.

Can I use my 401(k) to buy a business?

Yes, through a ROBS structure, and the money can count toward the SBA down payment. It avoids the early-withdrawal penalty but puts retirement savings into one business.

What is a seller note on full standby?

A loan from the seller that receives no principal or interest payments until the SBA loan is repaid, usually 10 years. Only full-standby notes count toward the SBA equity requirement.

Why would a seller agree to a standby note?

They still get about 95% of the price at closing, and the note is paid from the business’s future success. Framed as a bonus, it also keeps them invested in a good handover.

How much down payment do you need with seller financing only?

Typically a third or more of the price, with the seller’s loan repaid over 5 to 7 years.

Sources & Method
  • Interview: Mark Fleming (Owner Actions) on Inside Micro PE, full conversation on YouTube. The quotes, the 5% structure, the deal-size range and the resume criteria come from this conversation.
  • SBA rules: the 7(a) Standard Operating Procedure (SOP) versions in force from June 2025 and from 1 October 2026, as summarised by the author.
  • Our calculations: total project cost is price plus about 10%; loan at about 10% over 10 years (prime of 7% plus the SBA’s 3-point maximum on loans over $350,000); required earnings are loan payments times the 1.25x coverage ratio. Real deals vary.

Mark went much further on Inside Micro PE: what happens after the wire clears, why cash collection slows in the first 90 days, why brokers stiff-arm first-time buyers, and why he thinks every country should copy the SBA. Watch the full conversation on YouTube, then work out your own number before you start looking.

Begin the Conversation