Buying a U.S. business on an E-2 visa, done right.

The playbook

How the deal and the visa fit together.

Due diligence — commercial and immigration-grade

Standard buyer diligence tells you whether the business is worth the price. Immigration diligence asks a second set of questions: will this file persuade a consular officer? Before you go hard on a deal, we want to see:

• Financial statements and tax returns (typically three years) — these become core exhibits proving the enterprise is real and non-marginal. Numbers that don't reconcile with the seller's tax filings are a problem for the deal and the visa.
• Payroll and employee records — headcount is your strongest marginality evidence.
• Leases, licenses and permits — confirm they transfer to the buyer, or that reissuance is realistic before your interview.
• Customer and supplier contracts — continuity of revenue supports both valuation and the visa narrative.

If you're working with a business broker, involve immigration counsel before the letter of intent. Brokers optimize for closing; officers examine what actually closed. A short review at the LOI stage costs little and routinely saves deals.

Source of funds — the paper trail is the case

Every dollar going into the purchase must be lawfully obtained, and you must be able to trace its path. This is the most document-intensive part of an E-2 acquisition, and the part applicants most often underestimate. A clean file typically shows:

• Where the money originated — a property sale, business income, an inheritance, a gift, a documented loan;
• The records behind that origin — sale contracts, closing statements, tax returns, gift deeds, loan agreements;
• Bank statements tracking each transfer from origin to the U.S. escrow or business account.

Loans deserve special care: funds borrowed against the assets of the E-2 business itself generally don't count as your investment, while loans secured by your personal assets generally do. How the acquisition financing is papered can quietly decide whether your investment is "substantial."

Deal structure — asset vs. stock, and who owns what

Most small-business acquisitions are structured as asset purchases — a new entity you own buys the assets and goodwill, leaving the seller's historic liabilities behind. Stock purchases preserve existing licenses and contracts but import the company's history. Either works for E-2 purposes; what immigration law adds is a set of non-negotiables:

• Treaty-country nationals must own at least 50% of the enterprise, and you must develop and direct it — passive ownership does not qualify;
• Earn-outs, seller financing and partner splits need to be checked against the ownership and at-risk requirements before signing;
• The entity structure should be settled before funds move, so the money trail matches the ownership story.

Escrow — committing your funds without losing them

The E-2 requires your capital to be committed and at risk — but no rational buyer hands over the full price before knowing the visa will be granted. The accepted solution is an escrow closing conditioned on visa issuance: the purchase agreement is signed, the funds sit in escrow irrevocably committed to the purchase, and the sole condition for release is approval of the E-2. If the visa is refused, the funds return to you.

Sequence and timeline

A typical acquisition case runs: offer and LOI → immigration review → purchase agreement with visa-contingent escrow → source-of-funds assembly and business plan → DS-160/DS-156E filing and consular interview → closing upon visa issuance. From signed purchase agreement to interview is commonly two to three months, driven largely by consular appointment availability in your country and how quickly the source-of-funds file comes together.