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LONGUEUIL · FUNDS AND COMMITMENTS

Accounting for payments made before the price allocation was settled

USAvisa field guide · 3 minute read Reviewed 7 September 2026

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THE SHORT ANSWER

Money usually starts moving before a transaction's final structure exists: a deposit, a supplier prepayment, professional fees, an equipment order. Those payments are neither automatically part of a qualifying E-2 investment nor automatically excluded because they came early. What matters is who received the money, for what purpose, and whether it is irrevocably committed to the enterprise. Start the schedule before the structure is settled rather than after, because reconstructing payments months later depends on documents that may not have been kept. A line entered on the day a payment is made costs nothing; the same line reconstructed from a bank statement costs an afternoon and proves less.

01

Reconstruct each payment as its own line

Build a schedule with the date, the payer, the recipient, the amount and currency, the stated purpose, and the document behind it: invoice, receipt, wire confirmation or signed agreement. Where a payment was made before the U.S. entity existed, record who paid personally and whether the entity later acknowledged or assumed the expense, and by what instrument. Do not restate a payment after the fact as something it was not. An honest entry with an explanation of what it was for is stronger material than a category applied retroactively because it reads better.

02

Distinguish a commitment from a mere expenditure

The investment is assessed as capital placed at risk and irrevocably committed to a real operating enterprise. A deposit you can still recover may be treated differently from money spent on non-recoverable startup costs, so the terms of each payment matter more than its size. The FAM recognizes that qualifying escrow arrangements are possible, but a label on an agreement does not settle the question and the release conditions have to be read. Ask for review of the actual documents before assuming any tranche is either included or lost. Ask, for each payment, what would have to happen for the money to come back and who would decide it. Where nobody can answer, that payment's recoverability is unknown rather than zero, and the record should say so.

03

Settle the allocation before it hardens

Hypothetical example: a buyer has paid a deposit and two supplier prepayments while the parties are still negotiating whether the price is mostly goodwill, inventory or equipment. That allocation shapes what the file can say about the capital committed relative to the enterprise, and it is far easier to agree in writing now than to reconstruct later. Keep proposed, committed and completed payments visibly distinct in the schedule. There is no universal minimum figure that replaces this analysis, non-marginality can be addressed through a significant economic contribution, and an immigration review is not an opinion that the purchase is a sound one. Hypothetical example: a buyer acquiring a medical illustration studio that serves academic departments has paid a deposit and prepaid two software licences, and the parties have not yet decided whether the price is mostly goodwill or mostly equipment. Agreeing that allocation in writing now is a short conversation; reconstructing it after closing is an argument with a tax adviser.

SOURCE NOTES

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

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