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CALIXA-LAVALLÉE · MAKE THE DETAILS CLEAR

Buying assets and buying shares can lead to different evidence

USAvisa field guide · 3 minute read Reviewed 7 September 2026

Read the general pathway comparison overview

THE SHORT ANSWER

A Calixa-Lavallée buyer comparing L and E-2 should first understand what the proposed transaction actually transfers. Equipment, contracts and goodwill are not the same as ownership of the selling company. The immigration explanation must follow the completed or genuinely proposed structure. The comparison should begin with two separate diagrams: one for the related organizations and employment transfer required for L, and one for the treaty-national ownership, investment and operating business required for E-2. L generally requires one qualifying year abroad with the related organization during the preceding three years; L-1A and L-1B have seven- and five-year limits respectively. E-2 capital must be committed and at risk, the investor must direct and develop the enterprise, and it must not be marginal. Hypothetical example: an archival-film scanner repair company is buying only a brand licence and tools from an unrelated seller while its foreign parent proposes a separate transfer. The decision is whether there are two real structures with different evidence, rather than one blended story; the purchase agreement and corporate records settle the point.

01

Draw the post-transaction organization

For L, identify how the foreign and U.S. organizations will meet a qualifying parent, branch, subsidiary or affiliate relationship. Buying another business’s equipment does not alone establish that relationship. The transferee’s qualifying employment and the continuing operations also remain necessary. Trace ownership and control before and after the transaction, and identify the entity that employed the transferee abroad. A common brand, commercial cooperation or equipment purchase does not create the required L relationship. Decide whether the foreign and U.S. entities will continue qualifying operations and whether the person’s foreign role meets the separate employment condition.

02

Explain the E-2 enterprise and capital

For E-2, show the qualifying treaty nationality, generally at least 50 percent treaty-national enterprise ownership, substantial at-risk capital and a real nonmarginal business. The principal must develop and direct it. An asset purchase can be relevant to the investment, but the purchase label does not settle every condition. For the E-2 alternative, make a closing checklist that connects the investor’s passport nationality, post-closing ownership, committed payments, management rights and operating plan. A purchase can expose money to loss without proving treaty ownership, and treaty ownership cannot substitute for a real nonmarginal enterprise. Keep these decisions separate from the L transfer analysis.

03

Keep the contracts and immigration account aligned

Distinguish a letter of intent from binding arrangements and completed transfers. Have the immigration effect of conditions, ownership changes and the actual duties reviewed before relying on a preferred category. Do not describe the buyer as owning the seller when the agreement only transfers specified assets. Give the reviewer the complete signed agreement and any schedules, not merely a deal summary. Identify conditions that can unwind the transaction and provisions that alter control, assets or employment after closing. The choice of route should follow the arrangement that the parties will actually perform, including any changes that occur while the immigration work is pending.

SOURCE NOTES

Editorial source review: 2026-09-07. General preparation guidance, not an individual assessment.

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