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LA PRAIRIE · EB-5 FIELD GUIDE

Can the newest unsigned EB-5 agreement replace the one I signed?

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THE DIRECT ANSWER

Do not assume it does. Establish the operative agreement and any effective amendment before relying on its investment terms.

Present the actual arrangement

Identify differences that affect capital, risk, participation or job evidence. The existence of a newer document does not establish that the investor and enterprise accepted its terms or implemented the change. Compare the two versions clause by clause and mark only the differences that touch an immigration requirement: the amount and timing of capital, the conditions on its return, the investor's rights in management or policy formulation, and the job creation the enterprise commits to.

Commercial differences that touch none of those still matter contractually, but they do not change the analysis. Hypothetical example: an analytical testing laboratory issuing certificates of analysis circulates a new agreement that shortens a redemption notice period and, in the same document, adds a clause the earlier version lacked about returning capital on a fixed date; the first change is commercial, the second goes to whether capital is genuinely at risk and should be raised with counsel before signature. Ask who at the enterprise can confirm which version it treats as operative, and obtain that confirmation in writing rather than from a sales conversation.

Keep the comparison itself in the file, dated, so that a later reader can see which versions were compared and when the conclusion was reached.