EIDL Assumption + SBA 7(a) + QSBS — Asset Purchase Workaround?

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April 02, 2026

by a searcher from University of Southern California in Miami, FL, USA

Evaluating an acquisition where the seller has a ~$2M EIDL at 3.75% with ~26 years remaining. Assuming it saves us ~$170K/year vs. refinancing at current rates. The target is currently an S-Corp. We strongly prefer an asset purchase to avoid inheriting any unforeseen liabilities, legal obligations, or contingencies tied to the seller’s entity. However, under an asset purchase the EIDL stays with the seller’s entity and we lose the ability to assume it. Has anyone found a workaround that lets you do an asset purchase (or get equivalent liability protection) while still assuming an existing EIDL? Or is a stock purchase with strong reps, warranties, and an indemnification escrow the only realistic path here? Separately — if we go the stock purchase route and acquire the S-Corp through a newly formed C-Corp holding company, would the holding company’s stock qualify as QSBS under Section 1202? The S-Corp itself can’t issue QSBS, but curious if anyone has structured an acquisition this way to preserve QSBS eligibility at exit. Also curious if anyone has navigated the SBA 7(a) intercreditor arrangement with an existing EIDL in a stock purchase. Appreciate any insight.
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Reply by a searcher
from University of Florida in Miami, FL, USA
Following!
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Reply by a searcher
from Pepperdine University in Denver, CO, USA
I have worked with a seller inconjunction with the SBA to try to assume the EIDL loan. I was not able to assume the loan. I have not talked to anybody who has been able to assume the EIDL.
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