Not automatically, and not as a single rule. Some acquisition-related professional costs are business expenditures tied to the enterprise; costs incurred to prepare the immigration case are a different category. Ask counsel to review each invoice's purpose and timing rather than assuming professional fees are all included or all excluded.
Track diligence spending as its own line
Keep engagement letters, invoices and proof of payment for accountants, lien searches and inspections, with a note on what each one examined. That record also shows a genuine, committed course of action rather than an untested plan. Budget separately for the purchase price, working capital, immigration preparation, and travel, and confirm current government fees when each step arrives instead of relying on a figure quoted months earlier.
Generally only the amounts you have actually paid and irrevocably committed count, not the full schedule of payments still to come. Review actual payments, risk and obligations; a larger transaction sum cannot replace an accurate investment account. Classify professional fees, operating expenses and refundable deposits according to their actual treatment instead of inflating the total. Ongoing rental or lease payments made from revenue are operating expenses rather than invested capital.
Substantiality is judged proportionally against the total cost of the enterprise.