IN THIS GUIDE · Separating a substantiated acquisition cost from a seller's speculative expansion plans
Start with the E-2 eligibility and application overview
Separate substantiated acquisition cost from the seller's ambition
An asking price may bundle the current business with expansion that exists only as a plan: a second location, new equipment, a larger territory. For E-2 purposes the capital must be substantial relative to the actual cost of the enterprise and genuinely committed and at risk. Ask the seller which figures come from financial statements, asset schedules and appraisals, and which come from projections nobody has financed.
Show where the money came from and how it moved
Reviewers look at the lawful original source of the funds and the path those funds travelled into the transaction. A closing statement or an account balance on its own does not tell that story. Assemble sale documents, tax records, gift or loan agreements, and the transfers themselves. Borrowing is not prohibited, but funds secured only by the assets of the business being purchased are generally treated differently from personally secured debt.
Test non-marginality on evidence you can defend
Non-marginality can rest on present or future capacity to generate more than a minimal living for the investor and family, or on a significant economic contribution. A seller's growth story is not that evidence. Use historical revenue, current payroll, signed customer or supplier arrangements and a realistic staffing plan. If the case depends on future capacity, be prepared to explain the assumptions and the money standing behind them.
Decide what to sign, and when
Purchase agreements, escrow instructions and conditions tied to a visa outcome need fact-specific legal review; there is no universal rule that an unsigned deal is safer or that every refundable deposit fails. Confirm the investor's treaty nationality, that treaty nationals hold at least fifty percent of the enterprise, and that the investor will genuinely develop and direct it. Ownership by itself does not authorize work in the United States. Hypothetical example: a buyer negotiating for a small bottling operation finds that the asking price includes a canning line the seller has quoted but not ordered. Removing the unordered equipment from the purchase price lowers the committed capital, so the buyer decides whether to buy the line itself — and evidence the purchase — rather than pay a premium for a plan.
Stages the enterprise must reach before the investor files
Four things about the business come before anything about the person. The enterprise must be real and operating, shown by leases, licences, payroll and customer records rather than by a projection. Treaty nationals must hold at least fifty percent of it, shown by the share register and the subscription documents, not by an intention to restructure later. The capital must be irrevocably committed and at risk, which turns on whether the funds have genuinely left the investor’s control; escrow terms are assessed as they actually read. And the investor must be positioned to develop and direct the enterprise, shown by voting control or a documented management role. Each of these is the company’s to establish, and an application filed while one is outstanding asks the reviewer to assume it.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.