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Hypothetical example: a Mount Pearl commercial-cleaning company owner buys the vehicles, equipment and contracts of a U.S. cleaning business rather than its shares. He needs to show that what he bought amounts to a real, operating enterprise he controls, not a collection of equipment. The investment is the price paid for the assets and contracts plus working capital committed to the new entity, all at the investor's personal risk. Customer contracts that transfer, employees who are retained and a lease in the new company's name are the evidence that the enterprise exists on the day of closing.
Decide what an asset purchase leaves behind
In the hypothetical above, he forms a new U.S. corporation to hold the assets and janitorial contracts, while the seller keeps the old corporation and its liabilities. The purchase price is his investment, along with the working capital he deposits in the new corporation for payroll and supplies. The risk in an asset purchase is that the enterprise may not survive the transfer: customer contracts may need consent to assign, employees must be rehired by the new corporation, and the premises lease must be reissued. Each of those steps should be completed or irrevocably arranged before the application so the officer sees a business, not a plan.
Prove the enterprise is operating and not marginal
The new corporation has no tax returns of its own, so the application must borrow the seller's history and add the buyer's evidence. Include the seller's revenue and payroll records for the contracts being acquired, the assignment consents or new contracts signed by the customers with the new corporation, the offer letters accepted by the employees being retained, the lease in the new corporation's name and a bank statement showing the working capital. The marginality test asks whether the business will do more than support the investor and his family; a cleaning business with a dozen employees on transferred contracts answers that by its payroll. Add a two-year projection that ties revenue to the actual contracts and shows hiring beyond the transferred staff.
Structure the commitment and the control
The price should be paid into escrow under an agreement that releases funds only on issuance of the E-2 visa, with any other contingencies satisfied and removed beforehand. The investor should own at least half of the new corporation, and the ownership schedule, bylaws and officer appointments should make him the person who directs operations. If a U.S. partner holds the other share, the agreement must not give the partner control that contradicts the develop-and-direct requirement. Trace the price and the working capital from their source in Mount Pearl, whether savings, the sale of Canadian equipment or a loan secured on personal assets rather than the U.S. business. His spouse would be work-authorized incident to E-2 status, and the family should note that E-2 provides no direct route to permanent residence.
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.