IN THIS GUIDE · Buying a business whose seller keeps the real estate
Start with the E-2 eligibility and application overview
Show the enterprise, not the landlord's property
E-2 requires a real, active, operating commercial enterprise; passive holdings such as speculative real estate generally do not qualify. Buying the operating assets, goodwill, customer contracts and staff of a going concern can support that showing even when the seller retains title to the building. Describe what the business produces or sells, who serves customers, and how the investor will develop and direct it after closing.
Reconcile the excluded assets with the lease
Asset purchases usually exclude items the seller keeps: the premises, sometimes fixtures, vehicles, or equipment attached to the building. List every exclusion and check it against the lease schedule, so the enterprise is not left without something it needs to operate. Where the seller supplies equipment through the lease, say so in writing. Unexplained gaps invite questions about whether the purchased business can actually run.
Substantial capital, committed and at risk
Capital must be substantial relative to the total cost of buying or establishing this enterprise, irrevocably committed, and genuinely at risk. There is no universal minimum figure. Purchase deposits, escrow arrangements, lease security and revocation clauses each need fact-specific review; a refundable deposit is not automatically qualifying investment. Trace lawful source and the path of funds through accounts and transfers, since a balance statement alone proves little.
Sequence the file around concrete milestones
Sequence the file around events, not hopes. Note when the lease starts, when keys and licences transfer, and which closing conditions remain open. E-2 is a nonimmigrant category, not permanent residence, so the intention to depart when status ends stays relevant. Non-marginality can rest on present or projected capacity to support more than a minimal living for the family, or on significant economic contribution.
Put the two agreements on one timeline
Closing dates and lease dates rarely coincide, and the gap between them is where an acquisition becomes expensive. Write both agreements onto a single line: deposit paid, conditions satisfied, purchase closed, lease commenced, keys handed over, licences transferred, first payroll run. Mark which dates are fixed by contract and which depend on a third party such as a licensing authority. Where the lease begins before the business can trade, the investor pays rent on premises producing nothing, and that period should be funded deliberately rather than discovered. Ask the seller-landlord to align the two commencement dates, or to make the rent obligation conditional on handover, before either document is signed.
Ask what each date does to the capital
Timing changes the character of money as well as its amount. A deposit that becomes non-refundable on a particular date is committed from that date and not before; capital that remains recoverable at the investor's option is harder to present as irrevocably committed and at risk. For each payment, note the date it leaves the investor's control and the condition that makes it irreversible. Non-marginality is assessed on the enterprise's present or projected capacity to generate more than a minimal living, or on significant economic contribution, so a delayed opening affects the projections as well as the cash. Hypothetical example: an investor acquiring an employee-benefits administration firm agrees to close three months before the lease starts and spends that quarter paying staff to serve clients from temporary space. Both the cost and its reason belong in the file.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.