IN THIS GUIDE · Testing an E-2 acquisition that depends on one cancellable customer contract
Start with the E-2 eligibility and application overview
Find the terms that determine continuity
Read the agreement’s term, cancellation rights, notice requirements and any ownership-change or assignment conditions with commercial counsel. Distinguish the customer’s current purchasing pattern from its enforceable commitments. A long business relationship may be useful context, but it does not rewrite the signed terms or guarantee future orders after the sale. The decision is not simply whether the customer is important; it is whether the business can continue if that customer leaves. Ask for renewal history, invoice timing, disputes, concentration by service line and any consent required before the agreement can transfer to a buyer.
Present demand with evidence and limits
Connect the forecast to actual sales records, contract terms and the buyer’s credible customer-development plan. Do not invent future clients to compensate for concentration. Non-marginality may be established through the applicable income-capacity or significant-economic-contribution basis; the reviewer needs support for the proposed enterprise rather than a categorical claim that one customer is always enough or never enough. Funds must have moved beyond a revocable promise and be exposed to the enterprise’s commercial fortunes. The enterprise must be real and operating, and the forecast must show more than support for the investor’s household; a spreadsheet alone cannot settle either point.
Explain how the investor will direct the response
Describe decisions about sales development, pricing, capacity and spending if the customer reduces orders. Genuine development and direction are central to E-2. A contingency should identify actions within the investor’s authority and the resources they require, without pretending that a list of hoped-for sales leads is the same as secured business. Record the investor’s own operating choices: who will approve pricing, replace the customer, supervise sales and authorize spending. The applicant must arrive to assume development and direction of the enterprise, so a plan that leaves those choices entirely to another owner creates a different issue from customer concentration.
Evaluate the investment on the current deal
Review purchase price, working capital and commitment terms against the concentration risk. Capital must be substantial relative to the actual enterprise, at risk and supported by lawful-source evidence. Confirm treaty ownership and nationality separately. A discounted price or seller financing may change the deal but does not, by itself, establish every immigration requirement. Match each dollar to the executed purchase agreement, escrow instruction, invoice or bank transfer. The decision to proceed should account for the possibility that a buyer must fund a viable business even if the principal customer reduces purchases immediately after closing.
Irrevocably committed means she can lose it
Passive interests are structured so the holder cannot direct, which is exactly what makes them unsuitable as the qualifying enterprise. The investment must be irrevocably committed to the enterprise and subject to partial or total loss.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.