E-2 Evidence for Buying an Existing Business

The agreement should clearly address purchase price, assets or equity transferred, contingencies, deposits, closing conditions, liabilities, and any seller financing.

The purchase agreement should show exactly what the investor is acquiring and on what terms. The record should identify the purchase price, assets or equity transferred, assumed liabilities, seller financing, deposits, closing conditions, and any contingency tied to E-2 approval. If funds are held in escrow, the documents should show that the arrangement genuinely commits the investor’s capital as required by the E regulations. Side agreements, amendments, or earnout provisions should be disclosed when they affect the amount actually committed, the enterprise cost, or the investor’s post-closing control.

Wire records, canceled checks, escrow statements, bank records, and closing documents should connect the investor's funds to the seller or escrow agent.

The payment record should trace each material portion of the purchase price from the investor to the seller or escrow agent. Bank statements, wire confirmations, canceled checks, escrow statements, closing statements, and receipts should identify matching dates and amounts. Where funds moved through several accounts, currency exchanges, family members, or business entities, the filing should connect the transfers rather than show only the first and final transactions. The evidence should also distinguish purchase payments from working capital, refundable deposits, seller credits, and financing that may not constitute the investor’s qualifying capital at risk.

Where the purchase includes assets, inventory, goodwill, debt, working capital, or other components, the filing should accurately explain the cost claimed for E-2 substantiality.

For an established business, the acquisition price is central to the substantiality analysis because the regulation compares the qualifying investment with the total cost of purchasing the enterprise. The filing should explain how the stated price was determined and whether it includes assets, inventory, goodwill, debt assumption, working capital, or other components. Appraisals, financial statements, asset schedules, and the purchase agreement can help establish a credible denominator. The amount counted as qualifying investment should then be reconciled with that cost so the proportionality analysis is transparent and does not overstate committed capital.

Federal and state tax filings, payroll reports, profit-and-loss statements, balance sheets, bank statements, customer data, licenses, contracts, and employee records can establish actual performance.

Buying an operating company allows the investor to document the enterprise with actual historical records instead of projections alone. Federal and state tax returns, payroll, profit and loss statements, balance sheets, bank records, contracts, licenses, sales records, and employee information can show whether the business is real, active, and operating. Those records can also inform the marginality analysis by showing current income, staffing, and economic activity. Material weaknesses or unusual changes in recent performance should be explained because the acquired company must continue to qualify as a bona fide E-2 enterprise after closing.

Updated stock ledgers, membership records, operating agreements, share certificates, corporate resolutions, and ownership filings can document the post-closing structure.

The closing documents should establish the ownership and control structure that will exist after the acquisition. Updated stock or membership ledgers, certificates, operating agreements, corporate resolutions, capitalization tables, and state filings can show the investor’s percentage and governance rights. The resulting structure must preserve treaty nationality where required and must place the principal investor in a position to develop and direct the enterprise. If other owners, lenders, franchisors, or managers have significant approval rights, the filing should reconcile those restrictions with the claimed E-2 control rather than rely on the purchase percentage alone.

Seller records should be reviewed early because undisclosed ownership restrictions, weak payroll, missing licenses, unusual financial statements, or inconsistent tax records can materially affect the E-2 filing.

Immigration due diligence should occur before the transaction is irrevocably structured when possible. Seller tax returns, payroll, licenses, leases, ownership records, litigation disclosures, financial statements, and contracts can reveal facts that affect whether the business is bona fide, nonmarginal, properly valued, and capable of supporting the proposed E-2 case. The review should also identify restrictions on transfer, unusual debt, missing permits, inconsistent financial records, or arrangements that limit investor control. Resolving those issues before closing can prevent the purchase documents and the immigration filing from presenting conflicting versions of the enterprise or the investment.