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ESPANOLA · PLANNING GUIDE

Espanola acquisition planning: read the seller note before counting it

USAvisa field guide · 2 minute readReviewed 7 September 2026

Read the general investor planning overview

THE SHORT ANSWER

An E-2 investment calculation should distinguish eligible capital from the total purchase price. Seller financing, cash at closing and operating reserves can have different treatment because their security, commitment and risk are different.

01

Make a financing schedule from the actual contract

List the deposit, cash balance, seller note and any other borrowing. Record collateral, personal liability and repayment terms. Enterprise-asset-secured debt is excluded from qualifying investment; personally secured or unsecured financing requires review on its terms. Do not rely on a one-line broker summary when the signed security documents say something more specific.

02

Connect the calculation to the whole enterprise

Trace lawful source and path, then examine whether the capital is substantial, committed and at risk. The enterprise must be real and nonmarginal, and the investor must qualify through treaty nationality and the ability to develop and direct it. Enterprise nationality generally requires at least 50 percent qualifying treaty-national ownership. There is no universal minimum investment or headcount that replaces this assessment. Nonmarginality concerns capacity beyond a minimal living for the investor and family or the applicable significant economic contribution; future capacity generally should be realizable within five years of normal business activity.

03

Define what happens at each closing stage

Identify when control changes, when the seller receives funds and what escrow conditions remain. A properly structured visa-contingent escrow may be possible; an unrestricted refundable reservation presents a different commitment question. Confirm what activities the buyer proposes in the United States before authorization. Acquiring legal title and being permitted to work in the business are separate events. The investor must intend to depart when E status ends, and Canadian citizens generally need an E visa rather than relying on another category’s exemption.

SOURCE NOTES

Editorial source review: 2026-09-08. General preparation guidance, not an individual assessment.

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