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ESPANOLA · E-2 FIELD GUIDE

Can the seller-financed amount count toward my E-2 investment?

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THE DIRECT ANSWER

The answer depends on the financing and security, not simply the fact that the seller accepts deferred payment.

Read the collateral clause

Identify whether the acquired enterprise’s assets secure the debt. Enterprise-asset-secured borrowing is excluded from qualifying investment; personally secured or unsecured financing needs its own review. Separate the eligible capital calculation from the purchase price and provide the actual note rather than a broker’s verbal description.

E-2 requires treaty nationality, an enterprise with matching nationality, a substantial at-risk investment in a real operating business, non-marginality, and a position from which the investor genuinely develops and directs it. What does not count is anything the buyer could still get back: a deposit that the franchisor returns if the visa is refused, money held in the buyer's own account for future expenses, or a loan the buyer is not personally liable for. Substantiality relates the investment to the specific business, while nationality, active development and direction, and the enterprise's own requirements still need to be independently satisfied. The investment must be substantial in relation to the total cost of the enterprise and irrevocably committed and at risk, so money still sitting in an account, or recoverable at the applicant's option, has not yet met the requirement however large the figure.