How to share due diligence documents with an SBA lender, CPA and attorney
Share due diligence documents with an SBA 7(a) lender, a CPA, and an attorney as three audiences, not one folder.
Check the seller’s NDA first: the Representatives definition has to name lenders and advisors, or you need written consent. Have counsel review. This page is not a template.
Three-audience share (definition). Staged disclosure of one SBA 7(a) acquisition packet to a lender, a CPA, and an attorney, each in their own audience, after the seller’s NDA allows it.
One Drive folder copied three times is not this share.
The lender’s portal is a later job.
The seller’s room and the lender’s portal come first
The seller or broker usually hosts the disclosure room. The lender usually has its own upload portal. SBA’s 7(a) loans page (retrieved 2026-10-01) says you always work with the lender, not with SBA. Many lenders will still want the files in their own system. The buyer’s room is for passing files to the CPA and the attorney, and for keeping one tracked package the lender can download where the lender accepts that.
What belongs in that package is how to organize documents for an SBA loan to buy a business. What is still open before closing is how to track what an SBA lender still needs before closing.
Check Representatives before you forward tax returns
You signed the seller’s confidentiality agreement to see the company. That paper, not a new NDA with your CPA, is what decides whether the lender may see the seller’s returns.
Baker McKenzie and the Association of Corporate Counsel, in Drafting and Negotiating Transactional NDAs (ACC SFBA, 29 October 2021), put potential financing sources in brackets in the definition of Representatives, and add that no potential financing sources shall be deemed Representatives unless the disclosing party has previously consented in writing. Have counsel read that clause before you forward the packet. This page is not a template.
Who sees what
Give the lender download. The lender has to work offline. Watermark and view-only are seller tools; they are the wrong default for the loan officer. Keep attorney work product out of the room. Privilege is the reason. Share the executed draft the lender asked for, not counsel’s notes.
| Party | What they see | What they do not |
|---|---|---|
| SBA lender (loan officer, underwriter, closing) | The lender's checklist, tax returns, financials, LOI, APA, lease, Form 413, Form 1919. Download on. | Attorney work product. The CPA's working papers. View-only as the default. |
| CPA (financial diligence or quality of earnings) | The target's books, tax returns, debt schedule, year-to-date. Q&A fenced to this audience. | The buyer's full personal file unless the CPA is also preparing Form 413. Counsel's markup. |
| Deal attorney | LOI, APA or SPA, lease, formation papers, the room agreement. | The lender's credit memo. A quality of earnings the lender ordered, unless counsel asked. |
Which tool for which job
Email works for one file to one person. Drive or Dropbox wins one trusted advisor. A dedicated room wins once the lender, the CPA, and the attorney sit in the same files and need a wall between them. The room does not submit the loan. SOP 50 10 8.1, Lender and Development Company Loan Programs, took effect 1 October 2026. Ask your lender.
| Job | Who wins | Why |
|---|---|---|
| The lender's system of record | The lender's own portal | Underwriting reads from it. Some lenders accept nothing else. A room does not replace it. |
| The seller's disclosure files | The seller's or broker's room | That is where the seller's tax returns and financials come from. |
| One trusted CPA, files already in Drive | Google Drive / Dropbox | $0 on a personal view-only folder. No per-party wall. Anyone with the link can copy it. |
| Lender, CPA, and attorney on one packet | A dedicated room with one audience per party | NDA at the door, download for the lender, Q&A fenced. Cashpian is one example. |
In a Cashpian room that split is three audiences: lender, CPA, attorney. Preview the room as each audience before inviting anyone. A recipient can request a missing document from a section header. Q&A stays private to the asker’s audience. The room agreement is the door signature, not Form 1919 and not Form 413. See What is Cashpian?, and pricing.
FAQ
Does the seller's NDA let me send files to my SBA lender?
Only if lenders and advisors are Representatives, or the seller has given written consent.
Have counsel read the Representatives definition before you forward tax returns.
This page is not a template.
Should the lender be view-only?
No.
The lender has to download and work offline.
Watermark and view-only are seller tools.
Give the lender's audience download.
Does a buyer's room replace the lender's portal?
No.
Many lenders want files in their own system.
The room is where the buyer keeps the package and shares it with the CPA and attorney, and gives the lender a view where the lender accepts that.
Can the attorney's markup of the APA live in the shared folder?
No.
Attorney work product stays out of the room.
Share the executed draft the lender asked for, not counsel's notes.
Sources
- U.S. Small Business Administration, 7(a) loans, retrieved 2026-10-01. You always work with the lender, not with SBA.
- U.S. Small Business Administration, SOP 50 10, Lender and Development Company Loan Programs, SOP 50 10 8.1 effective 1 October 2026, retrieved 2026-10-01. Ask the lender. This page does not restate the SOP.
- Baker McKenzie / Association of Corporate Counsel, The Secret Getaway: Drafting and Negotiating Transactional NDAs, ACC SFBA, 29 October 2021, retrieved 2026-10-01. Potential financing sources often need Disclosure’s written consent before they are Representatives.
If the files are already in a folder, grade which row they are on. Cashpian is a gated room for that packet. It is not a listing portal. It does not sell the company or run the deal.