California Senate Bill 1235, which took effect January 1, 2022, fundamentally changed the regulatory landscape for commercial lending in California. The law requires providers of commercial financing — including revenue-based financing, merchant cash advances, factoring, equipment financing, and commercial loans — to disclose standardized cost information to small business borrowers before completing a transaction. The required disclosures include the total dollar cost of financing, an estimated annual percentage rate (APR), the term of the financing, and other material terms.
SB 1235 was modeled on consumer lending disclosure requirements and represents California's recognition that small business borrowers need the same kind of cost transparency that consumers receive. The law applies to commercial financing of $500,000 or less, which covers the vast majority of small business financing transactions.
For referral partners, the most important practical implications of SB 1235 are: first, the lenders and finance companies they refer clients to must provide compliant disclosures before closing any covered transaction; second, California-licensed commercial finance brokers have specific disclosure obligations under the DFPI's implementing regulations; and third, the disclosure requirements create a paper trail that makes the cost of financing transparent to borrowers, which is good for informed referral recommendations but requires that referral partners not misrepresent or minimize costs in their introductions.
SB 1235 does not set a cap on the cost of financing. It does not prohibit any particular product type. It requires disclosure, not approval. For businesses that need financing quickly and can handle the cost, the disclosure requirement does not change the fundamental availability of capital — it simply makes the cost more visible.