Read the general investor planning overview
Hypothetical example: a Stirling-Rawdon fabricator agrees to buy a small American machine shop and has to choose between purchasing the company's shares and purchasing its assets. The choice is usually made for commercial and tax reasons, and it has consequences for a treaty investor application that are worth understanding before the agreement is drafted, because each structure produces a different picture of what was bought, what is at risk and whether the enterprise is real and operating. Hypothetical example: a dental-laboratory owner can buy an operating competitor or lease empty premises and build a new laboratory. The decision is whether existing revenue and staff justify accepting legacy liabilities, or whether a clean start can become operational quickly enough. In either case, E-2 funds must be irrevocably committed and subject to loss, and the resulting enterprise must not be marginal.
What a share purchase looks like to the file
Buying the shares takes the existing company with its contracts, licences, employees, history and liabilities. The evidence of an operating enterprise is therefore ready-made: trading records, payroll and tax filings all predate the purchase and can be produced. The investment is the price paid for the shares, and the at-risk question focuses on how that price was funded and whether any part of it is recoverable. Due diligence matters commercially, but note also that ownership must place at least half the enterprise in treaty-national hands after closing, so the share register after the transaction is what counts. In a share acquisition, request records that distinguish the company’s assets from its liabilities: tax accounts, payroll, leases, customer contracts and litigation disclosures. These are commercial due-diligence records, but they also show whether the supposedly operating enterprise has the activity claimed in the application.
What an asset purchase looks like
Buying the assets means acquiring equipment, inventory, customer lists and perhaps a lease, then operating them through a newly formed company. Nothing about the new entity has a trading history, so the file has to show that a real, active, operating enterprise exists or will exist immediately: the equipment delivered and installed, the lease signed, staff hired or retained, licences obtained, and customers served. The advantage is a clean entity and a clear record of what was paid for each asset. The burden is proving the operation is not merely a plan with equipment in it. For an asset purchase, decide who will employ staff, hold the lease and invoice customers after closing. The signed agreements, permits and early operating records should tell one consistent story. Buying machinery without a workable path to operation does not itself establish a viable treaty enterprise.
Keep the paper trail the structure creates
Whichever route is chosen, the documents to retain are the same in kind: the agreement, the closing statement, evidence of every payment leaving the buyer's control, the source of those funds traced to their origin, and evidence of what secures any loan, since borrowing secured against the assets of the acquired business is not treated as the investor's own capital at risk. Add the post-closing evidence that the business is operating: invoices, payroll, bank activity. And confirm the enterprise is not marginal, meaning it can generate more than a minimal living within a reasonable period, which for a shop with existing customers is easier to show from real history than from projections. Hypothetical example: a custom-orthotics workshop is financed partly by a loan secured by its new equipment. The security agreement decides whether that debt counts as the investor’s risk capital, so read it before closing. Trace each contribution from lawful source to payment, and do not treat a projection as evidence that marginality has been solved.
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.