IN THIS GUIDE · Separate a business purchase price from qualifying investment
Start with the E-2 eligibility and application overview
Unbundle the purchase agreement
Hypothetical example: a proposed acquisition includes a deposit, a closing payment and a seller note secured on the acquired business. Create a schedule identifying each amount, its recipient, security and release conditions. The total advertised price is not automatically the amount that qualifies as investment.
Trace money before it reaches closing
Recover the lawful source and path of the investor’s funds, including any asset sale, gift or financing documents. Debt secured by the enterprise’s assets does not count as qualifying investment in the same way as eligible personal funds. Personally secured or unsecured borrowing requires assessment of the actual terms; calling every loan either acceptable or prohibited skips the important distinction.
Test ownership and the operating proposal
The investor must have the required treaty nationality, and the enterprise generally needs at least 50 percent ownership by nationals of the treaty country. Establish the investor’s ability to develop and direct it. The investment must be substantial in relation to the undertaking, irrevocably committed and at risk in a real operating enterprise that is not marginal. There is no universal dollar or employee minimum. Explain capacity beyond merely supporting the investor’s household or a significant economic contribution. Where relying on future capacity for nonmarginality, it generally should be realizable within five years of normal business activity; identify the support for that forecast.
Read the closing conditions before relying on escrow
A qualifying visa-contingent escrow arrangement can be possible; an unrestricted option to walk away is a different issue. Have the complete agreement assessed, including who controls the funds and what triggers release or return. A signed purchase contract does not itself authorize the investor to manage the US business on site. The applicant must intend to depart when E status ends. Canadian citizens generally require an E visa for this route, so do not assume the TN visa exemption applies to the acquisition.
Measure substantiality against this business, not a fixed number
The enterprise has to satisfy the non-marginality requirement, so describe its operating activity, resources, and realistically supported financial expectations rather than pointing to unexplained growth projections. Substantiality is judged in proportion to the cost of acquiring or establishing this particular enterprise, not against a fixed number, so the purchase price and asset base matter more than any general figure. The clauses that matter here are different: who decides pricing, what the franchisor can require, whether the franchisee may choose suppliers or hire freely, what approvals are needed to sell, and on what grounds the agreement can be terminated. Non-marginality asks whether the business can generate more than a minimal living for the investor and family; a cycle that produces surplus in three months and losses in nine is a different case from one that clears its costs throughout. The requirement is that the investor develop and direct the enterprise, which is shown through identifiable decisions, each traceable to a corporate record: who signs supply contracts, who sets pricing, who hires and dismisses, who holds the bank mandate. An escrow that releases to the seller upon visa issuance, and returns to the buyer only if the visa is refused, is the accepted way to protect the buyer while still showing commitment. A buyer taking a majority of shares while the seller retains a veto over hiring, borrowing and distributions may not have the control the classification assumes. Identify customers, premises, licences, staffing, inventory or equipment, projected revenue, and the applicant’s role in developing and directing the enterprise.
Sources reviewed 2026-09-08. This guide covers a preparation focus; it is not an individual eligibility assessment.