EB-5 Source of Funds from Sale of a Business

Formation records, share certificates, registry records, purchase records, partnership agreements, or capitalization documents can establish ownership.

Business-sale proceeds can fund EB-5 when the investor first establishes a lawful ownership interest in the company or business asset that was sold. Formation records, shareholder or membership registers, purchase agreements, capitalization records, partnership agreements, registry extracts, and tax filings can demonstrate that ownership. If the investor acquired the business through a prior purchase, gift, inheritance, or capital contribution, the earlier transaction may also need documentation when it is material to lawful source. The goal is to show that the investor had a legitimate economic interest capable of producing the sale proceeds later used for the EB-5 investment.

Tax returns, financial statements, licenses, contracts, bank statements, payroll, and invoices can document legitimate commercial activity.

The record should also establish that the business generating the sale value operated through legitimate commercial activity. Tax returns, financial statements, bank records, licenses, payroll, contracts, invoices, and customer or supplier records can corroborate actual operations and income. Post-RIA source-of-funds rules expressly identify business and tax records as relevant evidence. The amount of operating history needed depends on the transaction and the source theory. A substantial sale price unsupported by the company's documented activity may require additional explanation, while a well-established business with consistent tax and financial records can often demonstrate the legitimacy of the asset more directly.

Stock sales, asset sales, partnership transfers, and redemptions have different legal and tax records.

The sale transaction should identify exactly what was transferred, the buyer, consideration, payment terms, and closing conditions. A stock sale, asset sale, partnership-interest transfer, redemption, or installment arrangement can create different legal, tax, and payment records. The EB-5 filing should use the documents that correspond to the actual transaction rather than describe the sale generically. Closing statements, board or shareholder approvals, transfer registrations, buyer payment evidence, escrow records, and the executed agreement can corroborate completion. If only part of the purchase price was received before the EB-5 investment, the petition should identify the proceeds actually available to the investor.

A valuation, financial statements, buyer due diligence, or other objective evidence can help explain the transaction when the price is material to the lawful-source case.

USCIS does not impose a universal independent-valuation requirement for every business sale, but the transaction should be commercially understandable when a significant sale price is the claimed source of EB-5 capital. Financial statements, appraisal or valuation materials, negotiated purchase documents, buyer due diligence, market evidence, or professional reports can help explain the consideration. The need for valuation evidence increases when the price appears disproportionate to the business's reported operations or when the buyer and seller are related. The filing should focus on reliable evidence showing that the sale was genuine and that the investor actually received the proceeds claimed.

The petition should address applicable business and personal tax records associated with the sale.

Business-sale tax consequences should be reconciled with the transaction under the rules of the relevant jurisdiction. The useful evidence may include corporate or partnership returns, personal returns, capital-gain schedules, transaction taxes, withholding records, or accountant statements. INA section 203(b)(5)(L) expressly identifies tax records within the source-of-funds framework, including entity and personal returns for the applicable statutory period. If local law did not require a particular filing or tax was deferred, the petition should explain that circumstance. The objective is consistency between the commercial transaction, the investor's reported financial history, and the proceeds used for EB-5.

• Business registration
• Ownership records
• Tax returns
• Financial statements
• Sale agreement
• Valuation evidence
• Buyer payment records
• Bank statements

A business-sale source package should trace the transaction from lawful ownership through sale and receipt of proceeds into the EB-5 investment. Depending on the case, useful records include company registration, ownership records, historical tax returns, financial statements, the executed sale agreement, valuation evidence, approvals, closing records, buyer payment records, bank statements, currency-exchange records, wire confirmations, and the new commercial enterprise's receipt. A chronological transaction table can reconcile installment payments or multiple accounts. The filing should also identify third parties who transferred funds into the United States on the investor's behalf when the post-RIA statutory disclosure requirement applies.