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DORVAL · FUNDS AND COMMITMENTS

Separating the purchase price from the capital actually committed

USAvisa field guide · 3 minute read Reviewed 7 September 2026

Read the general investor planning overview

THE SHORT ANSWER

A business purchase price may combine cash, future payments and financing. For E-2 review, show how the transaction will actually be funded and what has been committed rather than presenting the headline price as the applicant’s investment. The terms, source, risk and business proposal require assessment together; a signed purchase agreement alone does not answer them. Set the price against the capital, because the two answer different questions. A purchase price measures what the seller receives; committed capital measures what the buyer has irrevocably placed at risk, and the second is what the classification examines. They coincide only where the entire price was paid outright from the buyer's own funds, which is rarely how a business changes hands.

01

Break the transaction into its components

Hypothetical example: a Dorval purchaser plans a cash payment at closing and later payments to the seller. List the amounts, due dates and conditions beside the supporting agreements. Distinguish money already transferred from a promise to pay. Have counsel assess the financing terms and any security rather than assuming every dollar of the total purchase price counts in the same way.

02

Follow the money before describing the investment

Gather records explaining the lawful source and path of the applicant’s funds. For any borrowed amount, identify the borrower, lender, repayment obligations and collateral, then obtain a specific assessment of its treatment. A spreadsheet can organize the facts but does not replace bank or transaction records. Keep uncertain amounts separate until the reviewer resolves them.

03

Test the operating proposal as well

Explain how the business will operate after closing, including working capital, responsibilities and credible revenue and staffing assumptions. E-2 nationality, substantiality, non-marginality and direction requirements remain relevant after the purchase funding is understood. Compare the revised financial plan with the contract whenever a payment or closing condition changes; do not carry an outdated total into the application.

04

Contrast escrowed funds with an unconditional commitment

Money held in escrow occupies an awkward middle position that a summary schedule tends to flatten. Such funds have left the buyer's account without yet being exposed to the fortunes of the business, and whether they read as committed turns on the conditions written into the escrow instructions rather than on the balance held. Read those instructions for what returns the money, to whom, and on what event. An arrangement releasing funds only on a favourable immigration outcome is often chosen precisely because it protects the buyer, and that same protection is what weakens the at-risk argument; counsel should assess how a particular structure is likely to be treated before it is signed rather than afterwards. Where the seller holds a note for the balance, identify what secures it, since a note secured by the assets of the business being purchased raises a different question from one secured by the buyer's personal property.

SOURCE NOTES

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

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