Federal cannabis law and business sales

Where federal law stands in September 2026

Federal law now treats marijuana in two ways. The Attorney General’s order published on 28 April 2026 moved FDA-approved marijuana products and marijuana subject to a state medical marijuana license into Schedule III of the Controlled Substances Act. Everything else, including all adult-use marijuana, stays in Schedule I. The Congressional Research Service summarises the order in LSB11424.

A separate DEA proceeding on moving all marijuana to Schedule III held its hearing from 29 June to 15 July 2026. No final rule has issued. The detail is on the rescheduling status page.

No federal agency licenses or approves the sale of a state cannabis business. Approval is a state and local matter, covered in the state license transfer rules overview. Federal law instead sets the conditions around the deal: tax, credit, insolvency, and risk. This page is educational and is not legal or tax advice.

How each federal issue touches a sale

Federal issue	Status, September 2026	Effect on a sale
CSA scheduling	Medical: Schedule III. Adult-use: Schedule I	Splits the buyer pool and the tax profile by license type
IRC 280E	Applies to Schedule I and II trafficking only	Adult-use earnings still taxed on gross profit; medical earnings are not
DEA registration	Expedited path opened for state medical licensees	Registration does not pass to a buyer automatically
Banking	FinCEN 2014 guidance in force; SAFE Banking introduced only	Escrow, wires and post-closing accounts need a cannabis-aware bank
SBA lending	Marijuana businesses ineligible	No 7(a) or 504 acquisition loan
Bankruptcy	Generally unavailable to plant-touching debtors	Distressed sales run through state receivership or ABC
Hemp	Narrower definition takes effect late 2026	Hemp revenue must be re-tested against the new definition
Immigration	Marijuana remains a controlled substance	Non-citizen owners need immigration counsel before signing
Interstate commerce	Still prohibited	Every license is a single-state asset

280E: the tax rule that moves price

Section 280E denies deductions and credits to a business that traffics in Schedule I or II controlled substances. The statute keys off the schedule, so the April 2026 order took qualifying medical activity out of its reach while leaving adult-use activity in.

Treasury and the IRS said on 23 April 2026 that forthcoming guidance is expected to apply the change to the full taxable year that includes the order’s effective date, and to address how businesses with several activities apportion expenses. As of mid-2026 that guidance was still described as forthcoming.

For a deal, this means three sets of numbers: earnings before 280E, after-tax cash flow for adult-use activity, and after-tax cash flow for medical activity. A buyer who applies one blended multiple to a dual-license operator is mispricing it. See 280E explained for buyers and sellers and how 280E affects valuation.

DEA registration is now a diligence item

The April order created an expedited DEA registration route for holders of state medical licenses. According to Foley Hoag’s summary, the expedited window ran for 60 days after publication, state credentials serve as evidence of state authorization, and early applicants may keep operating while DEA reviews. Frantz Ward reported in mid-2026 that DEA had begun on-site inspections of applicants and was requesting ownership records, inventory lists and security plans.

DEA registrations follow the registrant, not the business. Under 21 CFR 1301.52, a registration ends when the registrant discontinues business, cannot be transferred without DEA’s written consent, and a transfer of the business requires advance notice and a closing-date inventory. How DEA will apply these general rules to state medical cannabis licensees is still developing. A buyer of a medical operation should ask whether the seller applied, what DEA has requested, and whether the deal is structured as an equity purchase or an asset purchase, because the answer may differ. See asset sale vs membership-interest sale.

Banking and money movement

Rescheduling did not change banking law. Banks that serve marijuana businesses still file suspicious activity reports under FinCEN’s 2014 guidance. The SAFE Banking Act of 2026, S.4942, was introduced on 24 June 2026 and has not passed either chamber.

In a sale, this shows up in practical places: finding an escrow agent and bank willing to handle the purchase price, documenting the buyer’s source of funds, and opening operating accounts for the new owner. The cannabis banking status page covers current practice.

Why SBA and conventional bank loans are missing

SBA’s SOP 50 10 8, effective 1 June 2025, reinstated guidance that makes marijuana-related businesses ineligible for 7(a) and 504 loans, as CRS explains. Hemp and CBD businesses must show their products are federally lawful. SBA has not announced any change for Schedule III medical operators. Most acquisitions are funded with cash, seller notes, private credit and real-estate capital. See why SBA and banks are unavailable.

What happens when a cannabis business fails?

Federal bankruptcy is generally closed to plant-touching businesses, so a distressed seller cannot use a chapter 11 sale to deliver assets free and clear. State-court receiverships and assignments for the benefit of creditors fill the gap, and the buyer still needs regulator approval. Whether Schedule III status changes this for medical-only operators is untested. See receiverships and the bankruptcy gap.

Hemp is on a different federal track

Hemp left the CSA in 2018, but P.L. 119-37 rewrites the definition on a total-THC basis and excludes most intoxicating hemp-derived products, as CRS describes. The change was due on 12 November 2026. In early September 2026 Congress passed H.R. 6500, moving most of the restrictions to 11 December 2026 while leaving the exclusion of synthetic cannabinoids on the original date. A hemp business should be valued on the products that survive the new definition. See hemp vs marijuana for buyers.

Federal questions to answer before signing an LOI

1. Which licenses are medical, which are adult-use, and how is revenue split between them?
2. Has the business filed or amended tax returns on the basis of the April 2026 order, and what position did it take?
3. Did a medical licensee apply for DEA registration, and what is the status?
4. Which bank holds the accounts, and will it keep them open after an ownership change?
5. Is any owner, officer or investor a non-citizen? If so, read immigration consequences for non-citizen owners first.
6. Does any product, input or service cross a state line?
7. Is any hemp-derived revenue exposed to the late-2026 definition change?