IN THIS GUIDE · Acquiring an operating U.S. business: price, control and diligence under E-2
Start with the E-2 eligibility and application overview
What the purchase price actually buys
Break the headline figure into tangible assets, goodwill, assumed liabilities, and the working capital the business will consume after closing. E-2 looks for a substantial amount irrevocably committed and at risk in a real, operating enterprise, and no fixed dollar figure satisfies that test on its own. An allocation schedule that matches the purchase agreement makes the commitment legible; a round number with no breakdown invites questions the buyer cannot answer later.
Read the trading history, not the broker's summary
Tax returns, payroll registers, bank deposits, and customer concentration tell whether the enterprise is genuinely operating and whether it can do more than provide the owner a minimal living. A listing sheet compiled to sell the business is advocacy. Where the seller's figures and the filed returns diverge, treat the gap as a diligence item with a name and an owner, not as an assumption to carry into the business plan.
Who runs it once the seller leaves
Develop and direct means real authority over the enterprise, so the transition arrangements matter as much as the price. Note what the seller will still decide during a handover period, which staff hold licences or key customer relationships, and what happens if a manager resigns at closing. Escrow terms and financing structure also bear on whether the money is genuinely at risk; debt secured by the business assets is treated differently from personal collateral, and counsel should review the structure.
Keep the closing date and the visa question apart
A seller's deadline is a commercial pressure, not a prediction about immigration processing, and nothing in preparation guarantees a visa, an admission, or a lawful start to work. Decide in advance who may lawfully manage the business between closing and any authorization, and whether the contract can accommodate a delay. Household planning belongs in the same schedule, since eligible dependents follow their own steps rather than the seller's calendar.
Trace treaty nationality through the enterprise, not just the buyer
Nationality is tested in two places, and buyers regularly check only one. The individual seeking classification must hold the treaty country's nationality, and Canadian permanent residence without that citizenship does not supply it. Separately, the enterprise itself must possess the treaty nationality, which generally turns on ownership by nationals of the treaty country. In a purchase involving several investors, a family trust, or an existing holding company, that means tracing ownership upward until every relevant holder is identified rather than stopping at the first corporate name. Dual nationality complicates the picture rather than simplifying it, since which nationality is relied upon has consequences that should be settled deliberately with counsel. Note as well that E-2 is a nonimmigrant classification tied to the enterprise: it does not by itself lead to permanent residence, and it depends on the qualifying investment continuing to exist as described. Hypothetical example: a purchase of a small commercial hatchery is structured through an existing corporation whose minority shareholders were never asked about their citizenship, which is exactly the fact that has to surface before the share purchase agreement is signed.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.