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Funds held in escrow count as irrevocably committed for E-2 when the only condition of release is issuance of the visa. Hypothetical example: a Canadian citizen from the Rural Municipality of Sherwood is buying a used-equipment dealership in the United States as an asset purchase and wants protection if the visa is refused. The escrow agreement, the asset purchase agreement and the source-of-funds file must be drafted so that the money is genuinely at risk yet recoverable only in that one circumstance.
Draft the escrow around a single contingency
Consular guidance allows an investor to show commitment through funds placed in escrow that will be released to the seller when the visa is issued. The protection works only if the visa is the sole condition; an escrow that also lets the buyer walk away over financing, inspection or a change of mind looks like a reservation of funds rather than an investment. Have the escrow agent hold the full purchase price, name the seller as recipient on visa issuance, and provide for return to the buyer only on written refusal. Attach the signed escrow agreement, the escrow agent's confirmation of deposit and bank records tracing the deposit from the buyer's own account. The amount in escrow is then counted toward substantiality alongside any funds already spent on deposits, inventory or leases.
Structure the asset purchase so ownership and control are clear
An asset purchase means the buyer's new U.S. company acquires inventory, equipment, goodwill and possibly a lease rather than the seller's shares. The E-2 application should include the certificate of formation of the buyer's company, its ownership ledger showing the Canadian citizen as sole or majority owner, and the asset purchase agreement listing what is bought and for how much. Because the buyer owns the acquiring entity outright, the develop-and-direct requirement is met on ownership alone. Include the seller's recent financial statements to show that the dealership is a real, operating business rather than a shell, and a plan showing how the buyer will run it: parts, service, sales, and the U.S. employees who will remain or be hired. Marginality is answered by that staffing plan.
Trace every dollar before it reaches the escrow agent
The at-risk and lawful-source requirements are assessed on the investor's own funds. For a dealership purchase financed by a mix of savings, a Canadian property sale and a personal line of credit, prepare a schedule listing each source, the amount and the document that proves it: bank statements for savings, the statement of adjustments for the property, the loan agreement and security for the credit line. A loan secured by the investor's own Canadian home counts; a loan secured by the dealership's own inventory does not. Show the transfers from those accounts into the escrow, so the officer can follow the money from origin to commitment without asking. If part of the price is seller financing secured on the assets, list it separately and expect that portion to be excluded from the investment total.
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.