Using the E-2 Visa to Buy an Existing Business

The total investment is the amount the treaty investor commits at risk in the enterprise. For an acquisition, that normally means the purchase price plus any capital the buyer injects before the E-2 is approved, such as renovations, new equipment, or working capital top-ups. Both amounts count, provided the funds are irrevocably committed.

Seller financing complicates the calculation. If the seller loans a portion of the purchase price back to the buyer and that loan is secured by the business assets themselves, USCIS typically excludes the seller-financed portion from the qualifying investment under 9 FAM 402.9-6(B)(1). The loan is not truly at risk if the only recourse is the business being purchased. Personal guarantees backed by the investor's own unrelated assets can cure this, but the documentation must make that structure explicit.

Earnout provisions and deferred purchase payments raise similar issues. Any portion of the purchase price that will only be paid if the business hits future revenue targets is contingent, not committed. The safe approach is to count only the funds already transferred or placed in escrow as of the filing date.

USCIS uses a sliding-scale proportionality test described in 9 FAM 402.9-6(B)(2): the lower the total cost of the enterprise, the higher the percentage of that cost the investment must represent. For a business that costs $100,000, the investor likely needs to invest the full amount or nearly all of it. For a $2 million acquisition, a somewhat lower percentage may be acceptable if the dollar amount is itself substantial.

For acquisitions, "total cost of the enterprise" is the appraised fair market value of the business, not just the purchase price the parties agreed to. If a buyer pays $300,000 for a business appraised at $900,000, USCIS will judge proportionality against the $900,000 figure. A business valuation from a qualified appraiser is not optional in most acquisition cases; it is the evidence that anchors the proportionality analysis.

Goodwill counts toward the total cost of the business but not always toward the qualifying investment. If the purchase price includes a large goodwill premium over the tangible asset value, officers sometimes scrutinize whether the investor is truly placing capital at risk or simply overpaying for an intangible. The business plan should explain what drives the goodwill premium and why it is commercially reasonable.

A business plan for an acquisition serves a different purpose than one for a startup. The financials section should open with the business's actual historical performance, including at least two to three years of profit and loss statements, balance sheets, and tax returns where available. The projections section then shows what changes under the new owner: new revenue streams, cost reductions, hiring plans, or capital investments.

The plan must address the develop-and-direct requirement directly. Under 8 CFR 214.2(e)(2), the investor must be coming to the United States to develop and direct the enterprise. For an acquisition, that means describing the strategic changes the investor will make, the day-to-day operational role they will hold, and the qualifications they bring. Simply buying a cash-flowing business and hiring a manager to run it while the investor remains passive will not satisfy this requirement.

Non-marginality evidence is often stronger in an acquisition case because there is already a proven revenue base. The plan should show that under the new owner's management, the business will grow beyond what is needed to support the investor's household. USCIS looks at current income, projected income at year three and five, the number of U.S. workers employed, and whether wages are market-rate. Showing planned job creation over a specific timeline is one of the clearest ways to demonstrate non-marginality.

The source of funds requirement does not change for acquisitions, but the paper trail looks different. The investor must show that the purchase price originated from lawful sources and trace it from origin to the closing account. For most buyers, this means documenting the sale of foreign assets, prior business profits, savings accumulated over time, or a loan from a third party.

The acquisition closing documents become part of the source of funds exhibit: the purchase and sale agreement, the settlement statement or HUD-1, wire transfer confirmations from the buyer's account to escrow, and the escrow disbursement to the seller. These documents bridge the gap between where the money came from and where it landed.

If the buyer used a business acquisition loan from a U.S. bank or SBA lender, that financing counts as part of the investment only if the loan is personally guaranteed by the investor with assets outside the enterprise. A loan guaranteed solely by the business being purchased does not count toward the qualifying investment, as noted in 9 FAM 402.9-6(B)(1).

Officers sometimes find that the business was acquired primarily to obtain the visa rather than for genuine commercial reasons. Cases that raise this concern include purchases at prices well above appraised value with no commercial explanation, businesses that have never generated profit, or businesses in industries the investor has no background in and no concrete operational plan for. The business plan and the investor's resume should together make the commercial logic clear.

A related issue is the purchase of a dormant or shell business. USCIS requires a real and operating enterprise. Buying a corporation that holds assets but has not conducted active business does not satisfy the active enterprise requirement. The business must be operating or, for a startup acquisition, have a genuine and imminent plan to begin operations with capital already committed.

Treaty nationality is another area where acquisition cases sometimes stumble. The E-2 investor must be a national of a treaty country, and if the acquired business has multiple owners, at least 50 percent of the ownership must be held by nationals of the same treaty country. If a foreign investor partners with a U.S. citizen or a national of a non-treaty country to acquire a business, the treaty-nationality ownership threshold must still be met.

The evidentiary package for an acquisition-based E-2 typically includes: the executed purchase and sale agreement, the business valuation or appraisal, historical financial statements for the acquired business, the buyer's source-of-funds documentation, and evidence of operational control (employment agreement, officer appointment, organizational chart).

If the closing has already occurred, include the final settlement statement and updated financial records from the first months of operation under the new owner. If the closing is contingent on visa approval, the escrow agreement and conditional purchase documents replace the settlement statement. Post-approval, the investor must demonstrate the funds were released and the transaction completed.

• Executed purchase and sale agreement (signed, dated, with all exhibits)
• Independent business appraisal or valuation report from a qualified appraiser
• Three years of business financial statements and tax returns (if available)
• Source of funds documentation tracing the purchase price from origin to closing
• Settlement statement or escrow instructions showing the investment was committed
• Evidence of the investor's operational role: title, duties, organizational chart
• Updated projections showing growth under new ownership with job creation timeline