LLC on cap table under SBA 50 10 8 guidelines

searcher profile

August 14, 2025

by a searcher from Millersville University of Pennsylvania in Mantua Township, NJ, USA

Hey there Searchfunder world! Hoping to get some guidance here as I'm struggling to find a ruling or additional clarification on this specific issue. It's my understanding, and I'm generally seeing a lot of support for this in articles I'm finding online, that banks are now required to verify that 100% of all equity holders of a company using an SBA 7a loan are either US Citizens or permanent residents. However, the lender I'm using right now has said that under this ruling that they are not allowing LLC to be on the cap table at all. In reading the SOP, again I'm not an expert, the language seems to imply that indirect owners are allowed, the bank just still needs to do their due diligence that all the individuals that comprise the indirect entity are in fact US Citizens or permanent residents. Can any loan brokers or lenders chime in and help me get clarification on if this is an actual SBA rule, or just a rule my lender has for how they have chosen to handle this particular situation? I'm just a few weeks away from closing on this deal, and signed an LOI on my next bolt on yesterday, so trying to figure out how to best take care of the investor on my cap table's desire to pivot to being an LLC moving forward. Thanks!
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commentor profile
Reply by a lender
from California State University, Sacramento in Seattle, WA, USA
James..concur with those that are saying, yes, LLCs can be part of the cap table. Just gotta drill down to individuals to confirm 100% citizenship/perm residency green card. Now if the LLC or other entity owns 20% + that entity will have to sign a corp gty.
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Reply by a searcher
from University of Virginia in New York, NY, USA
^redacted‌ - I ran into this too. Spoke to two separate SBA lenders, one was fine with having an LLC on the cap table (as long as they could fully vet all underlying members for citizenship), the other flat-out wouldn’t allow it. From my experience, it’s not an SBA hard rule, but rather how each lender chooses to interpret and implement the SOP. In my case, the deal fell apart for unrelated reasons, so I didn’t get to the finish line with either lender.
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