Read the general investor planning overview
Use the closing record to identify what has been paid, what has transferred and what the business still needs.
Reconcile price, deposits and balance
Build the arithmetic once and show it: purchase price, deposit paid, whether that deposit is credited against the price or sits on top of it, the balance due at closing, and anything held back afterwards. The commonest error in an asset purchase is presenting the deposit as a separate tranche of investment and then again inside the price, which inflates the total and invites a request for evidence that unravels the rest of the file. Then take each material condition — financing, landlord consent, licence transfer, a satisfactory inventory count — and say whether it has been met, waived, or is still outstanding, because a condition still live means the funds behind it are not yet irrevocably committed. Finally, tie the assets bought to what the business will actually do with them: equipment, inventory, goodwill and a customer list serve different functions, and a schedule of assets is only useful once it is connected to the operation it supports.
Check rights that do not transfer automatically
List separately everything that does not move with a bill of sale. Real-property and equipment leases usually need the lessor’s consent; occupational and trade licences are often personal to the seller and have to be applied for afresh; customer and supplier contracts may contain change-of-control or anti-assignment clauses; software, franchise and distribution rights typically require the counterparty’s written approval. Describe consents that are pending as pending, with the date requested and the name of whoever holds the decision. On the money side, how the purchase is financed changes what counts: a loan secured on the assets of the enterprise itself is not the investor’s capital at risk, even where personal assets have been pledged alongside, whereas a loan secured only on the applicant’s own property, or personal borrowing with no security at all, can qualify if the remaining conditions are met. A vendor take-back note, an earn-out and a promissory instalment schedule are three different promises, and calling any of them financing does not settle whether the underlying security documents place the risk on the investor.
Apply the complete treaty-business test
Apply the treaty-business test to the enterprise the buyer will own, not to the one the seller ran. The nationality requirement bites at two levels — the person applying and the company invested in, the latter needing ownership of at least half by treaty-country nationals. Development and direction must sit with the applicant, whether through a half share or through real control of how the business is run. Money invested has to be lawfully sourced, put irretrievably into the business, subject to loss, and substantial for a business of this kind; no minimum is set. The enterprise must be real and operating and must not be marginal, which means it should yield more than a minimal income for the investor and dependants, or contribute significantly to the economy, and if the capacity is forecast rather than present, five years of routine operation is the usual outer horizon. Intent to leave the United States at the end of E status remains part of the showing. Hypothetical example: a Parkland County buyer acquires a Minnesota welding-supply business whose revenue history looks strong, but a third of that revenue came from two contracts that terminate on change of control. The seller’s past figures do not establish the buyer’s non-marginality; the projection has to be rebuilt on the customers who will actually remain.
What else is on your mind?
Is there one minimum investment that guarantees E-2 eligibility?Is holding money or owning an asset enough for E-2?Editorial source review: 2026-09-08. General preparation guidance, not an individual assessment.