E-2 Visa Business Acquisition Checklist: Buying an Existing Business

Under 9 FAM 402.9-4(B)(4) and 8 CFR 214.2(e)(12), the investment capital must be irrevocably committed to the enterprise. When you buy an existing business, USCIS officers want to confirm two things that are harder to show than with a startup: first, that the purchase price reflects a real, arm's-length transaction rather than an inflated number designed to meet the "substantial" investment threshold; and second, that the business is a genuine operating enterprise, not a shell or a passive investment.

Consular officers applying DOS guidance under 9 FAM 402.9 also check whether the business you are acquiring will remain non-marginal after the purchase. A business that barely supported its previous owner may not satisfy the marginality requirement unless your business plan demonstrates a credible path to growth and meaningful economic contribution beyond supporting just your own family.

These documents establish that a real transaction occurred at an agreed price and that you hold the controlling interest required under 8 CFR 214.2(e)(14).

• Signed purchase agreement or asset purchase agreement showing the full purchase price, terms, and closing date
• Closing statement or settlement statement (HUD-1 or equivalent) showing funds actually disbursed
• Bill of sale for asset purchases, or stock/membership interest transfer agreement for entity purchases
• Amended articles of incorporation, operating agreement, or bylaws showing your ownership percentage (must exceed 50% for sole E-2 applicant, or must give you proportional control if multiple investors)
• State-issued certificate of authority or amended business registration reflecting the change in ownership
• Any escrow agreement or earnest money agreement if funds were held in escrow before closing
• Non-compete and transition agreements with the seller, if applicable

USCIS and consular officers want to see historical financial performance to assess whether the business is a real operating enterprise and to evaluate the reasonableness of the purchase price. You should obtain at least three years of records if the business has been operating that long.

• Federal business tax returns (Form 1120, 1120-S, 1065, or Schedule C) for the prior three years
• Profit and loss statements and balance sheets for the prior three years, ideally prepared by a CPA
• Most recent year-to-date profit and loss statement and balance sheet
• Business bank statements for the prior 12 months
• Payroll records or payroll tax filings (Form 941) showing existing employees and wage history
• Accounts receivable and accounts payable aging reports
• List of assets and liabilities at time of purchase
• Any independent business valuation report if the purchase price differs materially from book value

The investment capital must be lawfully obtained and traceable directly to you as the treaty investor. Under 9 FAM 402.9-4(B)(3), consular officers require a clear paper trail from the origin of the funds through every transfer to the point of investment. This applies whether you paid cash, used a personal loan secured against your own assets, or received a gift.

If you used a bank loan to finance part of the acquisition, the loan must be secured against your personal assets, not against the assets of the business being purchased. A seller-financed transaction where the note is secured by the business itself generally does not qualify as an E-2 investment because the capital is not truly at risk in the required sense.

• Personal bank statements for 24 months preceding the purchase, showing accumulation of the funds used
• Salary history, employment records, or self-employment income documentation if funds came from earnings
• Business sale records, stock sale records, or real estate closing documents if funds came from a prior asset sale
• Loan agreement and evidence that the loan is secured by your personal assets (not by the business acquired)
• Gift letter and the donor's financial documentation if any portion was gifted, plus evidence the gift was not conditioned on repayment
• Wire transfer records and bank confirmation letters showing the movement of funds from your account to escrow or seller
• Currency exchange receipts if funds originated in a foreign currency

Proving the enterprise is real and actively operating requires documents that show customers, contracts, employees, and premises. These records also support the non-marginal enterprise requirement under 8 CFR 214.2(e)(15), which demands that the business have a present or future capacity to make a significant economic contribution.

• Current commercial lease agreement or proof of property ownership for the business premises
• Business licenses, permits, and professional certifications required by state or local law
• List of current clients or customers with representative contracts or invoices (redact sensitive client information where appropriate)
• Vendor and supplier agreements
• Equipment list with documentation of ownership or lease
• Employee roster with job titles, hire dates, and whether employees are U.S. workers (important for job creation evidence)
• Marketing materials, website printouts, or evidence the business is actively promoted
• Any franchisee agreements or licensor agreements if the business operates under a franchise or license

Every E-2 application requires a forward-looking business plan regardless of whether you are starting a new enterprise or acquiring an existing one. For an acquisition, the business plan must explain why you, as the treaty investor, are acquiring this particular business, how you will develop and direct it, and what financial and employment growth you project over the next five years.

The financial projections in the plan must be grounded in the historical performance of the acquired business, not built on speculative assumptions. If you are projecting significant revenue growth, the plan must explain what changes in operations, marketing, or capital investment will drive that growth. A simple projection that doubles revenue without explanation is a common reason consular officers question marginality.

The business plan should also include a staffing plan that projects U.S. worker hires over time. For an existing business that already employs U.S. workers, this means showing how employment will be maintained or grown, not just acknowledging current headcount.

The E-2 visa is available only to nationals of countries that have a qualifying treaty of commerce and navigation with the United States. Your nationality, not your residency, determines eligibility under 8 CFR 214.2(e)(2). You must hold the nationality of a qualifying treaty country at the time of application and throughout the duration of your E-2 status.

• Valid passport from your E-2 treaty country
• Evidence of treaty nationality if your passport does not reflect the relevant nationality (for example, dual nationals must clarify which nationality is being used)
• If the investing entity is a company rather than an individual, documentation showing that the company is at least 50% owned by nationals of the same treaty country
• Prior U.S. visa history and I-94 records if you are applying for a change of status from inside the United States
• DS-160 nonimmigrant visa application (for consular processing) or Form I-129 with E supplement (for change of status)

One of the most frequent problems is closing on the purchase before gathering adequate source of funds documentation. Once the money has been transferred and the deal is closed, reconstructing a clean paper trail becomes much harder. Work with your immigration attorney and a CPA before signing anything.

Another common error is relying on the purchase price alone as proof of "substantial" investment without considering proportionality. USCIS applies a sliding-scale test: the lower the overall cost of the business, the higher the percentage of that cost that must be invested. Buying a $150,000 cleaning business and investing only $75,000 of that amount while financing the rest through business-secured debt will likely fail the proportionality test described in 9 FAM 402.9-4(B)(2).

Finally, do not assume that an existing business automatically passes the non-marginal enterprise test. A business that generated just enough income to support the prior owner's salary may be considered marginal unless your business plan makes a compelling case for growth and economic contribution.