IN THIS GUIDE · An investor compares assets purchased individually with a complete going concern
Start with the E-2 eligibility and application overview
Name the transaction before valuing it
An asset purchase transfers selected items: equipment, inventory, a vehicle, perhaps an assigned lease. A going-concern purchase transfers an operating business, often including customer relationships, trained staff, supplier terms and existing revenue. For E-2 purposes the substance matters more than the label, but the documents differ sharply. Ask the seller for the schedule of what actually transfers, and write down everything the buyer must rebuild from scratch. A going concern can itself be acquired through an asset transaction; the comparison here is an operational business versus disconnected assets, not asset purchase versus share purchase. The useful next decision is whether the written record supports this point now or identifies a specific document to obtain.
Assemble the operating pieces
A collection of assets becomes a real operating commercial enterprise when it can produce goods or services. Identify the premises and lease term, required state and municipal licences, insurance, a bank account, suppliers, staffing and a route to customers. Missing pieces may affect readiness or eligibility and should appear in a dated plan supported by credible commitments rather than as intentions described only in conversation. Keep the source document beside the conclusion so a later reader can see why the point was accepted or deferred.
Test whether the capital is committed and at risk
Substantiality is measured against the cost of the enterprise, so include the actual additional costs of making the purchased equipment into the planned operating business. Purchase deposits, escrow terms and revocation clauses need fact-specific review; do not assume every refundable amount counts, or that none does. Loans are not prohibited, but capital secured by the assets of the enterprise itself is treated differently from personally secured borrowing. Do not let a label decide the issue when the contemporaneous facts point elsewhere.
Show the enterprise is more than marginal
Non-marginality can rest on present or projected capacity to produce more than a minimal living for the investor and family, or on a significant economic contribution. Asset deals often begin with no revenue history, so build the showing from signed contracts, supplier terms, staffing plans and realistic financials. A going concern can lean on historical statements, though stale or declining figures still require explanation. Resolve that question before treating the plan, offer, or timetable as settled.
Explain enterprise nationality and nonmarginality precisely
E-2 requires qualifying treaty nationality for the applicant and enterprise; generally at least 50% enterprise ownership must be held by nationals of the relevant treaty country.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.