Due diligence, E-2, EB-5

Business purchase due diligence

Before buying a business, a buyer should confirm what it owns, what it owes and what risks come with it. Lawyers call this review due diligence. For investors who plan to base an E-2 or EB-5 case on the purchase, the review also asks whether the business can meet the immigration rules on the size, source and use of the investment. We review the records, coordinate the financial review with accountants and structure the purchase so the deal and the immigration filing fit together.

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Last reviewed September 2026

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Due diligence is the investigation a buyer carries out before a purchase becomes binding. It usually covers the legal, financial and operational records of the business, and its findings shape the price, the contract terms and the decision to proceed.

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Who this is for

Investors buying an existing business for an E-2 treaty investor visa
EB-5 investors reviewing a direct investment or a regional center project
Founders acquiring a U.S. company or a franchise
Buyers who want the purchase to depend on visa approval

How we help

Legal review: We examine company records, ownership, contracts, leases, licences and permits, and search for liens, lawsuits and judgments.
Financial coordination: We work with the buyer's accountant, who tests the financial statements and tax filings against the seller's claims.
Employment and compliance: We review staff records, including Form I-9 compliance, since some deal structures pass the seller's liabilities to the buyer.
Immigration fit: We assess whether the investment is substantial and at risk, whether the business is real, operating and more than marginal, and whether the source of funds can be documented.
Deal structure: We advise on asset or share purchase, escrow and conditions that let the buyer withdraw if the visa is refused.

Timeline

A focused review commonly takes two to six weeks, depending on the size of the business and how quickly the seller provides records.

Document checklist

A starting list. We send a checklist for your case after the consultation.

Letter of intent or draft purchase agreement
Three years of financial statements and tax returns, where available
Lease, licences and key contracts
Organizational documents and ownership records
Employee list and payroll records
Records showing the source of the buyer's funds

Questions clients ask

What is due diligence?

The investigation a buyer carries out before a purchase becomes binding. It checks what the seller has described and looks for risks that should change the price, the contract or the decision to buy.

Why does it matter for an E-2 visa?

An E-2 investment must be substantial, committed and at risk, and the business must be real and operating rather than marginal. A purchase that fails these tests can lead to a refused visa after the money is spent, so the review comes first.

Can the purchase depend on the visa?

Often, yes. Purchase funds can be held in escrow and released only if the visa is approved, which keeps them committed while limiting the loss if it is refused. The escrow terms need careful drafting.

Asset purchase or share purchase?

In an asset purchase, the buyer selects the assets and generally leaves most liabilities with the seller. In a share purchase, the buyer takes over the company as a whole, including its history. Tax and licensing questions also affect the choice.

Is a franchise a good E-2 investment?

It can be. A franchise system offers records and a tested model that support a business plan, but the franchise agreement and fees deserve the same review as any other purchase.

Do you value the business?

No. Valuation is work for an accountant or a qualified appraiser. We coordinate with them and handle the legal and immigration questions.

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