Welcome to Delancey Street. This article is about answering a very simple question: can you default on an MCA, and if you do, what actually happens? The short answer is yes, you can default on a merchant cash advance. It is not a crime, and you’re not going to jail. No one’s going to arrest you. A default is a contractual event, but there are enforcement actions that will follow faster than almost any other type of business debt, and there are tools that MCA lenders use which are unusual. At Delancey Street, we work exclusively on MCA debt. So the purpose of this article is about educating you on the mechanics, not to comfort you that everything is going to be okay.
Breach and event of default
Default is not the same as missing one payment. Most MCA contracts separate a simple breach from an event of default. One bounced ACH payment, because the account was short, is usually considered a breach. It’ll trigger NSF fees, a rejection fee, and a short cure window. Typically the lenders will reach out to you to see what’s going on. A default, though, is a defined list in the agreement. The list is longer than most people would expect.
- For example, blocking or revoking ACH authorization is an example of a default.
- Moving deposits to a new bank account without giving the lender notice is an example of default.
- Taking another advance, which is a violation of the stacking clause, can be a default.
- Another example could be letting a creditor file UCC on the same collateral.
- Misstating revenue in the application and making misrepresentations are other examples of defaults.
- Another example could be changing or closing your credit card processor or selling the business.
It’s important you read the actual list in your contract. Every contract is different, and there is no standardized list of default. Issues. That list controls everything, not your sense of fairness or what you think the lender might do. Many merchants may think they are still current because the money is still moving, but the fact is the funder may have already declared a default on the file.
Acceleration and MCA math
Now, what happens when a default is declared? Typically acceleration is the first event. When a funder declares default, it will accelerate. The entire uncollected amount due over the course of many months is now due immediately, plus punitive fees like default fees and attorney fees.
This is where the MCA math will start hurting. Pricing is often front-loaded because of a factor rate, not an interest rate, which accrues over time. In addition, there is no rebate of unearned interest if an acceleration does occur. If you took $100,000 at a 1.45 factor rate and repaid $60,000, acceleration usually means the remaining $85,000 is now due, not a reduced figure. That’s why often the demand letter will look wrong. It’s not necessarily wrong; it’s what you signed and what the contract is built to do.
Collection sequence and order
So what is the collection sequence and the order it arrives?
Personal guarantee and UCC filings
First comes the default notice or demand letter with the accelerated balance due in full. Second, most MCA lenders will invoke the personal guarantee. Most MCA agreements include a guarantee of performance or a full personal guarantee. The funder will sue the business and the guarantor together, usually on a breach of contract.
Third, the lender will start filing and exercising the UCC filings. The funder always will file a UCC-1 at funding. After default, it will send notices to your customers under UCC Article 9, telling those clients to pay them directly instead of you. Because they are a secured party with a valid assignment, redirecting payment is a normal asset-based lending tool. It’s also the step that does the most damage to your business because it tells your customers you are in trouble. Having said that, it can be challenged if the default was never properly declared or when the assignment does not reach those receivables specifically. Another example of it being challenged is when this UCC lien notice is sweeping in more than the funder is owed.
Judgment and post-judgment enforcement
The fourth element is the judgment. This is where laws have changed. In New York State specifically, in 2019 they amended CPLR 3218, so a confession of judgment signed after that date by a borrower who doesn’t reside in New York is not enforceable anymore. The affidavit has to state the county where the defendant lived when it was signed, and filing is limited to the county or where the defendant lives at filing. A company is typically treated as residing in any county where it has a place of business. Before this change in 2019, funders were filing confessions of judgment by the thousands in New York counties against businesses all over the country. So now the pipeline has definitely shifted. Having said that, there are a few states which still honor confessions of judgments filed in their state against borrowers in other states. Typically, though, funders now use ordinary lawsuits and private arbitration clauses that produce an award, which then gets confirmed into a court judgment.
In June 2026, the New York Attorney General sued an online arbitration platform, alleging it marketed itself as a neutral platform while an MCA company was really drafting its rules. The Attorney General alleged that 97% of about 3,000 arbitrations happened with no appearance by the business. Having said that, this is an allegation in a pending case, not a finding. But the practical lesson is still there: the fastest way to lose is to not respond at all.
The fifth issue you’re going to run into is the post-judgment enforcement. In New York State, a judgment creditor’s attorneys can issue a restraining notice without a court order. They’ll serve it on your bank, it freezes the property the bank holds in your name, and it’ll generally last a year. Information subpoenas can also be used to find accounts, and levies can be used to take money. The exemption protections which shield individual wages and benefits do not apply to business accounts, and this is something most people forget.
Reconciliation and true purchase
One of the things that you’re going to run into is a question on whether the funder’s contract could be weaker than it suggests. There is a live legal fight right now going on over what an MCA actually is. If a transaction is a true purchase of future receivables, lending rules mostly do not apply. If it is a disguised loan, though, usury and lending law arguments are available to you. New York appellate courts have looked at a number of things. For example, is there a true reconciliation provision which lowers payments when revenue drops? Is the term actually indefinite or is it a fixed schedule? And is the funder’s recourse limited if the business fails due to natural consequences?
Reconciliation, though, is the pivot point, and it’s also the part that you can control. If you’re contemplating defaulting on an MCA, this should be something that you do almost immediately. You should ask for reconciliation in writing, attach bank statements and credit card processor reports. If you get ignored or stonewalled, that record supports the argument that the clause never really existed and the funder had no intention of adhering to it. In reality, what you’re doing is making it so the funder is the one that is defaulting on the MCA contract, not you. If you never ask, though, the funder can say that the mechanism worked fine and you just stopped paying or caring.
Two honest caveats exist, though. Recharacterization in court of law is fact-specific and varies by state and by contract. Winning that argument does not erase the money, though. It is leverage over how much of the accelerated number you’re actually going to end up paying.
Regulators and commercial financing disclosures
Another shift has occurred where regulators have moved, and this is documented, not theoretical. The FTC sued Yellowstone Capital and its owners, alleging the company kept withdrawing money even though balances were repaid. And more importantly, they misrepresented how much financing the business would receive. Yellowstone paid more than 9.8 million in a 2021 settlement, and in 2022 the FTC mailed over 7,000 checks totaling more than 9.7 million to businesses that were affected by Yellowstone’s conduct. In 2025, the New York AG announced a 1 billion judgment against 25 different Yellowstone-controlled companies, including cancellation of more than 534 million in merchant debt. In addition, they issued an immediate 6.1 million restitution payment and permanent bans from the industry for the companies and people involved. The office is still pursuing the case against successors.
Separately, a growing group of states are now requiring standardized commercial financing disclosures, including estimated APR and the total cost, and a few are even requiring registration from brokers and lenders. Having said that, disclosure violations rarely void a debt, but they do give you something to argue about in defense.
Reconciliation request and modified schedule
So what is it that you can actually do now? Before you default on a merchant cash advance, put a reconciliation request in writing and keep the records clean. Ask for a modified schedule. Do not stack another advance to cover the last one. And more importantly, don’t quietly switch banks.
Blocking the ACH is a real option, and it is usually an express default. It will buy you some cash flow, but it will cost you the good faith story. While sometimes payroll can win, it’s important that you know what you are trading, because the consequences will come.
Settlement and bankruptcy
Now, settlement is something that we can do. Business settlement is something Delancey Street does often, but the timing will drive the price. Funders will discount when collection looks expensive and when you have few reachable assets and when their own file has reconciliation problems. Pre-judgment leverage is better than post-judgment leverage, and that’s why at Delancey Street we always focus on trying to use the reconciliation clause first to help protect our clients and give them the legal high ground.
Another option is bankruptcy, but there is a size limit. Subchapter 5 of Chapter 11 is streamlined and lets owners keep equity, but there is a cap on how much debt can be extinguished through it. A heavily stacked business can blow past that, but we found that most small business owners qualify. But if you have a personal guarantee, that will not disappear in the company’s case.
Results and one-way door
So what is it that changes the results? First and foremost, where you are and where the business is located, whether there’s any confession of judgment that was signed before or after August 2019, whether there is an arbitration clause, whether you requested reconciliation in writing, whether the funder even looked at it is going to be important. Another item is whether the funder took more than it was authorized to take. Another variable is how many funders you have and in what order, and whether they filed UCC liens and have a personal guarantee from you. Another variable is whether your receivables sit with a few large customers who can be easily notified and be compelled to redirect receivables to the lender instead of you.
So putting it all together, defaulting on an MCA is available to you, but it is a one-way door. It will convert a daily payment into an accelerated number and will start a process that is built unilaterally to favor the lender. You will expect customer notices, judgments, and bank restraints if you don’t have the right legal help and professional support. If you are in this situation, we encourage you to reach out to us today at Delancey Street. We help business owners nationwide who are struggling with the same question you are: can you default on an MCA and what will actually occur?
