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Hypothetical example: two Erin arborists structure a staged purchase of a US tree-care business. E-2 requires capital to be irrevocably committed and at risk, which sits awkwardly beside a purchase that pays part of the price later. The commitment must genuinely leave the buyers' control while any holdback or adjustment is narrowly defined. Ask for the payment mechanics early because an officer will examine them. Hypothetical example: a Canadian owner of a commercial-kitchen exhaust-cleaning business wants to buy a U.S. operator whose seller insists on a refundable deposit. She needs to choose between that protection and a negotiated an escrow release that makes the funds genuinely committed. The signed agreement and wire trail, not the broker's description, settle the point. The buyer must also hold nationality of the appropriate treaty country, then operate a real, non-marginal enterprise with authority to direct it; a careful payment structure cannot cure a failure of those separate requirements.
Where the money must be by the time you apply
Funds sitting in an Ontario account with a purchase in mind are savings. Funds transferred to an escrow agent under written instructions, or paid to the seller at closing, have left the buyers' control. Between those two positions sit the arrangements that cause argument: a deposit that is fully refundable on demand, or a closing that has not happened. The workable structure puts the substance of the price beyond recall before the application is made, with a narrowly drafted condition addressing what happens if a visa is refused. A broad escape clause protects the buyers commercially and weakens the file, so the drafting is a trade-off to be made deliberately. Ask the escrow holder exactly when money can return and obtain that answer in the written instructions. The key choice is whether visa refusal is the only exit condition or whether the buyer retains a broad commercial escape. A narrow immigration condition may preserve commitment; broad discretion can leave the funds too tentative.
Holdbacks, adjustments and goodwill
Service business purchases usually include a working capital adjustment and often a holdback against undisclosed liabilities. Neither is fatal, but both should be documented so it is clear what has been paid and what remains contingent. Ask for the price to be allocated in the agreement between equipment, vehicles, inventory and goodwill, because that allocation is the clearest evidence of what was actually bought. Goodwill is a legitimate part of the price for a business with a customer list and contracts, and it should not be hidden. What weakens a file is an unexplained lump sum with no allocation and no supporting valuation. Require a schedule for every material asset and liability, and measure it against the financial statements. The buyers must decide whether goodwill has a defensible commercial basis and whether a holdback changes the capital already committed. A vague allocation makes it hard to show what the money actually purchased.
What the borrowing may be secured on
If part of the price is financed, the security decides whether the borrowed money counts. Debt secured by the assets of the enterprise being purchased is not the investor's capital at risk, because the risk has been shifted onto the business itself. Debt secured on the buyers' own property, or a personal unsecured obligation for which they are liable, does place their assets at risk and is ordinarily counted. Vendor financing has to be examined the same way. Ask the lender, in writing, what the security actually is, and produce the loan and security documents rather than a summary of them. Obtain the lender's security documents before counting borrowed proceeds toward the investment. The security analysis asks whether the debt puts the buyers' personal assets at risk or leaves the business assets carrying the lender's exposure. The signed security instrument, rather than a loan summary, settles the issue.
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: 2026-09-07. General preparation guidance, not an individual assessment.