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VARENNES · EB-5 FIELD GUIDE

Can interest owed on a personal loan to the enterprise make up missing EB-5 capital?

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THE DIRECT ANSWER

Do not treat an excluded debt arrangement or its expected interest as qualifying capital merely because the total reaches the threshold. The legal nature of the contribution matters.

Establish the qualifying investment before calculating a total

Separate the actual principal contribution, project charges and anticipated payments. An interest calculation does not transform investor-to-enterprise debt into an eligible investment or prove that future money has been invested. Ask whether the loan documentation names the investor as a creditor with a fixed right to repayment, since that role is different from the equity position the enterprise requires the investor to hold, and blending the two roles in one instrument can obscure which capital is actually at risk.

Keep the loan agreement and the subscription agreement as separate, clearly dated instruments rather than a single hybrid document, so a reviewer can identify exactly which funds are contributed as equity and which remain a repayable debt owed to the investor. Confirm that the investor's engagement in management is documented through the equity position and not only through rights attached to the loan, because the required managerial or policy role attaches to the capital placed at risk, not to a separate lending relationship. Treat any interest the loan generates as ordinary income to be reported and tracked, not as evidence that additional capital reached the enterprise, since interest income and capital contribution are governed by different rules and different documents entirely.