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MONT-ROYAL · FUNDS AND COMMITMENTS

Buying business assets when the seller's records are incomplete

USAvisa field guide · 3 minute read Reviewed 7 September 2026

Read the general investor planning overview

THE SHORT ANSWER

When the seller cannot produce complete books, the asking price alone cannot establish the cost or trading history. An E-2 review looks at what was actually paid or irrevocably committed, and at whether the enterprise really operates. Build the cost and operating picture from evidence you can verify yourself, and mark the remaining gaps as gaps. The first review should separate documented capital from a seller’s unsupported story about the business. An E-2 case needs qualifying treaty nationality, a substantial investment actually committed and exposed to risk, a real non-marginal enterprise, and an investor who will develop and direct it. The immediate decision is whether the available records support a purchase now or require a different structure.

01

Rebuild the cost from your side of the transaction

Assemble bank records, transfer confirmations, deposit receipts, the signed agreement and the allocation of price among the assets. Your own records exist even where the seller's do not. Note which payments have been made, which are contractually committed and which remain conditional. A promoter's valuation, an asking price or a broker's summary is a claim about value, not evidence of capital placed at risk in the enterprise. Hypothetical example: a buyer of a specialty wheelchair-accessory retailer receives only a handwritten asset list from the seller. The buyer should decide whether the agreement, payment route and asset allocation can be documented before funds are released, rather than hoping later testimony will reconstruct the transaction.

02

Reconstruct the operation from third-party traces

Where financial statements are missing, look at what independent parties recorded: lease and utility accounts, supplier invoices, payroll filings, point-of-sale exports, insurance policies, equipment titles. List what each one shows and what it does not. Say plainly which parts of the trading history remain unverified. A review can work with acknowledged uncertainty; it cannot work with an estimate presented as though it came from the books. Make a document matrix that distinguishes ownership, operating activity and revenue. An equipment title may prove possession but not sales; a tax filing may show reported activity but not the condition of a particular asset. The matrix makes the remaining uncertainty visible before it is presented as certainty.

03

Describe ownership and direction accurately

State who will own the acquired business, each owner's citizenship and the applicant's actual authority to develop and direct it. Treaty nationality, substantial committed at-risk investment and a real non-marginal enterprise still require assessment; missing seller records do not waive these conditions. Examine voting rights and management agreements instead of inferring all control from one percentage. Hypothetical example: the applicant buys equipment and goodwill while the seller retains the lease. Document who can use the premises, on what terms, and how that arrangement supports the intended operation. The operating agreement, share records, bank authority and lease rights settle different control questions. Decide whether the applicant will truly have authority to run the enterprise and whether the nationality of the ownership structure supports the treaty analysis. A purchase of assets without usable premises may require a new operating plan, not an optimistic assumption.

SOURCE NOTES

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

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