TREADSTONE LAW · ONTARIO · DIGITAL LEGAL SERVICES · EST. MMXXI ·TSL
Learn/Ask a Lawyer/Buying & Selling a Business/Can I negotiate a cap on what…
Buying & Selling a Business

Can I negotiate a cap on what my personal guarantee actually covers?

TSL Written by the Treadstone Law team· Updated August 2026

Yes. A personal guarantee does not have to be unlimited, and a "limited guarantee," capping the guarantor's exposure to a specific dollar amount or a defined percentage of the total loan, is a recognized and commonly used alternative to an open-ended guarantee that would otherwise expose the guarantor's personal assets for the full outstanding balance, plus interest and collection costs.

Whether a lender agrees to this depends on its own credit policies and how comfortable it is with the overall strength of the deal, and lenders financing a newly acquired small business with limited operating history may resist capping a guarantee precisely because the guarantee is meant to be their main additional comfort beyond the business's own uncertain track record. Even so, this remains a legitimate point to raise during the loan negotiation, before signing, rather than something to accept as non-negotiable by default. A buyer concerned about the scope of a personal guarantee should raise a proposed cap early and be prepared to explain why the underlying deal supports it.

Key takeaways

  • A personal guarantee can be negotiated as a capped, limited guarantee.
  • This limits the guarantor's exposure compared with an unlimited, open-ended guarantee.
  • Lenders may resist a cap, especially for a business with limited track record.
  • Raise a proposed cap during negotiation, before the loan documents are signed.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
Was this helpful?Share:

Go deeper

Still have questions?

Search 6,000 answers, or send yours to a Treadstone lawyer — we answer in plain language.

All answersStart a File →