IN THIS GUIDE · Separate money that is irrevocably committed from money that is still yours
Start with the E-2 eligibility and application overview
An earn-out is not committed capital until it is paid and unrecoverable
Hypothetical example: an Otonabee-South Monaghan custom-harvesting and agricultural-contracting operator agrees to buy a United States farm-equipment repair and mobile-service business for a headline price, of which a substantial part is an earn-out payable over three years if revenue targets are met. Only the money actually paid over, irrevocably and subject to partial or total loss, counts. A contingent future payment that will never be made if the business underperforms is not capital at risk today, and the file should present the committed figure honestly rather than the headline.
Escrow protects the buyer and can defeat the investment test
Funds held in escrow can still be irrevocably committed when a purchase is conditioned on issuance of the E-2 visa, provided the agreement creates a solid commitment and the assets are released or transferred once that condition is met. An arrangement the buyer can otherwise unwind at will is not at risk. What matters is the legal reality of whether the money can come back outside the stated visa condition. Have the purchase agreement read for that question specifically before it is signed, not after.
Substantial is proportional, and marginal is about capacity
There is no dollar threshold. The amount is weighed against the total cost of buying an established business of that type, and a modest purchase price simply means a higher proportion must be invested. Separately, the enterprise must not be marginal: it must have the present or near-future capacity to generate more than a minimal living for the investor and family. For a repair business with an existing customer list, mechanics on payroll and a service-vehicle fleet, the historical financial statements are the strongest evidence available.
Develop and direct means control, and control is documentary
The investor must develop and direct the enterprise, ordinarily through at least fifty percent ownership or through operational control such as a managerial position or another recognised device. Read the share purchase agreement, the operating agreement and any shareholders' agreement together. A buyer taking a majority of shares while the seller retains a veto over hiring, borrowing and distributions may not have the control the classification assumes. E-2 also gives no direct path to permanent residence, which is a planning fact rather than a defect.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.