Understanding a Personal Guarantee

Before you get the funding you need for your small business, you may first have to sign a personal guarantee. Although it’s a common provision within a business loan’s fine print, a personal guarantee can put your personal finances in jeopardy.

What is a personal guarantee?

A personal guarantee (sometimes spelled guaranty) is a provision a lender puts in a business loan agreement requiring owners to be personally responsible for their company’s debt in case of default. Lenders often ask for personal guarantees because they have concerns over the credit history, age or financial stability of your business. A personal guarantee can lessen a lender’s risk.

Your business entity also plays a role in how debts are handled.

• Sole proprietorships have the fewest protections — you and your business are legally the same. A sole proprietorship is the most common business type.
• Limited liability companies (LLCs) are designed to separate you from your business, but if you sign a personal guarantee on business loans, leases or contracts, you’re promising to pay if your business cannot.
• C corporations or S corporations are separate legal entities, meaning the company is separate from the owner. However, if an owner signs a personal guarantee or contract in their own name, they assume personal responsibility for the debt.
• The type of partnership determines the level of liability. Owners in a general partnership are responsible for business debts while limited partners may be shielded. A limited liability partnership provides protection for all partners. However, if a partner signs a personal guarantee, they could still be held personally liable.

Takeaway: If you sign a personal guarantee, that might trump other protections your business entity provides.

Types of personal guarantees

There are two main types of personal guarantees: limited and unlimited. The difference between the two centers on the extent of your liability and how long the guarantee applies.

Unlimited personal guarantees

An unlimited guarantee — also known as an unconditional guarantee — means guarantors are required to pay all amounts due until the note is paid in full. The Small Business Administration (SBA) may require an unconditional guarantee, or unlimited full guarantee, from owners with a 20% or greater stake in a business applying for an SBA loan.

Limited personal guarantees

A limited personal guarantee, on the other hand, may reduce the dollar amount, time and/or percentage of the loan you’re liable for. An SBA loan’s limited guarantee, for example, includes the following options for when a guarantor is released from liability:

• Balance reduction: When the balance drops below a certain dollar figure
• Principal reduction: When the loan principal drops below a certain dollar figure
• Maximum liability: When a set dollar amount is paid
• Percentage: When a set percentage of the loan plus interest and other costs are paid
• Time: When a maximum amount of time has elapsed
• Collateral: When provided collateral takes the place of a personal guarantee
• Community property or spousal interest: When property owned jointly between spouses or the spouse’s interest in pledged collateral is exempt from enforced collection.

Your lender will determine which one applies to your loan – SBA loans will only have one of the above limitations.

“Bad boy” clauses

Bad boy clauses, also known as “carve-outs” are a conditional type of personal guarantee that kicks in when the borrower does something illegal or unethical. You’ll often see these included in commercial real estate contracts where violations may include:

• Fraud
• Misapplication of funds
• Unauthorized transfers of the mortgaged real property or other collateral
• Bankruptcy

These clauses provide an extra layer of protection for the lender or leasing agency.

Personal guarantee: Should I sign?

Signing or agreeing to a personal guarantee may be the only way to get the business loan you need. It gives you an influx of cash, but it comes with several drawbacks.

The main danger is that if your business defaults on the business loan, you are liable for the loan. If a partner or family member co-signs, they could be impacted, too. It can also result in the following consequences:

• Your personal credit declines if you can’t make the payments.
• Your business credit declines if you can’t make the payments.
• You could lose any collateral tied to the guarantee (e.g., equipment, home, car).
• The lender can take your checking or savings balances (including retirement savings) if they were part of the collateral.

In other words, you could go under if your business goes under.

Alternatives to a personal guarantee

You may be able to forgo a personal guarantee by offering collateral or increasing your collateral — a personal guarantee might only cover a certain percentage of the debt. If possible, it’s generally better to put up specific collateral for a loan instead of signing a personal guarantee and/or agreeing to a blanket lien against your business.

If a secured business loan isn’t an option, ask business partners or other owners to also sign personal guarantee loan agreements so that everyone is liable for their pro rata share. Or, ask them to sign an agreement to reimburse you should your personal assets be taken. The goal is to reduce your personal liability as much as you can. Talk with your legal team to get a realistic sense of what you can bargain for.
 

3 ways to reduce the risk of a personal guarantee

If you decide to move ahead with a personal guarantee, make sure you have a plan in place for repaying the loan in full and on time. Study the agreement as much as possible before you sign for the loan by following these best practices:
 
1. Ask questions about unclear language

Be wary of ambiguous terms. Ask your lender questions about any language that could be interpreted in more than one way. If there’s any doubt about wording in the agreement, it’s best to ask to ensure that both you and your lender share the same understanding.
 

2. Avoid “continuing guarantees”
Look for “continuing guarantee” language that would impact not just that particular loan but future dealings with that particular lender. These are personal guarantees that remain effective until they’re revoked — they aren’t restricted to the lifetime of the loan you’re currently applying for and may require you to be personally responsible for past, present and future loans through the lender.

Approach such agreements with caution and the advice of your lawyer.
 

3. Watch for “joint and several” language

Finally, look for “joint and several” in the wording of the guarantee. This clause makes you equally as liable as the other business owners who are signing for the loan. The lender could come after you for the full amount of what’s owed even if other partners gave personal guarantees.