The E-2 by Business Acquisition

What an operating company brings that a startup cannot

A startup asks the officer to believe projections. An acquisition shows the officer a company that already exists: customers, revenue, employees, a lease, a tax history. An E-2 case must win two arguments: the enterprise is real, and it is more than marginal. An acquisition argues both from records instead of forecasts.

The purchase structure differs too. In a business acquisition, immigration counsel commonly structure purchase funds in escrow with release conditioned on visa issuance; a founder wiring money into a new venture has no equivalent. Whether any specific escrow treats the capital as committed under the at-risk standard turns on how it is drafted, and that is counsel’s determination in every deal — which is why escrow terms are among the first questions we put to your attorney on any target we structure.

What a qualifying acquisition looks like

Not every good business is a good case, and not every listed business is good. The targets that work tend to share a profile: enough employees or credible near-term hiring to defeat a marginality reading; an owner role that is genuinely managerial, because the investor must develop and direct the enterprise; clean, traceable seller economics; and a purchase price the investor’s documented, lawfully sourced capital can cover in proportion.

Proportion is the part buyers misjudge. There is no fixed statutory investment amount: the test is whether the investment is substantial relative to the total cost of that enterprise. The practical consequence runs opposite to instinct: the smaller the business, the larger the share of its cost you are expected to put in, often approaching all of it. A cheaper target is not an easier case. It is a more concentrated one.

Diligence is the case

Financial diligence and immigration diligence are different exams on the same company, and they can grade in opposite directions. Add-backs are the sharpest example: normalizing away the seller’s discretionary expenses and family payroll flatters the earnings the price is negotiated on, and can simultaneously thin the very payroll and activity the marginality argument needed. A diligence pass that only serves the purchase can quietly undermine the case. Ours runs both exams on every target and says so when they disagree: found before the price is set, that disagreement is leverage; found after filing, it is a defect.

The artifact you receive is a structured diligence file: earnings quality, lease assignment and transfer consents, staffing reality versus the org chart, seller transition terms, and a capital-deployment plan mapped against the proportionality standard. That file is the record your attorney argues from.

How the path runs

Source: a sourcing brief, then a qualified shortlist from Legacy Business Brokers deal flow, each candidate carrying a diligence memo. Structure: full diligence, escrow and purchase terms, source-of-funds documentation, hiring plan. File: your named immigration counsel advises, prepares, and signs; Lotus stays through closing and handover. Three steps, one record, no gap between the deal and the case.