Read the general investor planning overview
A business purchase may allocate much of its price to customer relationships rather than equipment. Identify what rights the buyer actually receives and what evidence supports the operating assumptions. A seller’s list does not guarantee that customers will continue or that all relationships can be transferred. The first review should produce a rights-and-risk map: what the buyer receives, what payment is already committed, which conditions remain, and how the business will operate if expected customers do not continue. E-2 requires treaty nationality, a real enterprise that is not marginal, capital committed in an irrevocable at-risk manner, and the investor’s ability to develop and direct it. A negotiated valuation is not a substitute for those facts.
Read the rights behind the list
Hypothetical example: a purchaser expects recurring revenue from a customer database, but key agreements have unresolved transfer conditions. Obtain the relevant sale terms and contracts through appropriate confidentiality arrangements. Ask the commercial adviser what can actually pass to the buyer and what consent or further step may be needed. Do not state that every customer has agreed to remain when the evidence does not show it. Hypothetical example: a fermentation yeast archivist agrees to buy a subscription business, but its largest customer may terminate on a change of control. The decision is whether the contract actually transfers the revenue expectation, and the records that settle it are the customer agreement, consent language, purchase agreement, and any written customer response.
Keep valuation separate from committed capital
Document the purchase price, allocation, amounts paid and conditions still outstanding. Ask the reviewer how those actual rights and payments bear on the E-2 investment analysis. The route requires qualifying treaty nationality, substantial committed at-risk investment, a real operating non-marginal enterprise and the ability to develop and direct. There is no universal minimum or rule that the seller’s assigned goodwill value proves those requirements. Trace the money from the investor to the transaction documents and identify whether a condition permits recovery of the payment. The decision is whether the payment is a binding commercial commitment that can be lost, not whether the seller has assigned a generous value to goodwill. Preserve escrow instructions and closing statements alongside the valuation materials.
Support the revenue assumptions honestly
Separate executed continuing contracts, historical purchases and hoped-for renewals. Explain what happens to staffing and working capital if some customers leave. Keep forecast assumptions dated and supported rather than presenting the seller’s historical turnover as assured future income. Coordinate transaction and immigration review before committing; neither the customer list nor the immigration process guarantees commercial revenue. Choose the next decision from the weak point in the record: seek customer consent, revise the purchase terms, reserve more working capital, or delay closing. A first review should label each revenue figure as contracted, historical, or assumed. That discipline makes it possible to assess non-marginality without treating a customer list as a promise of future sales.
What else is on your mind?
Is there one minimum investment that guarantees E-2 eligibility?Is holding money or owning an asset enough for E-2?Editorial source review: 2026-09-07. General preparation guidance, not an individual assessment.