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COUNTY OF BRANT · BUYING A BUSINESS

Goodwill, equipment and escrow: what counts when a County of Brant contractor buys an established U.S. business

USAvisa field guide · 4 minute readReviewed 7 September 2026

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THE SHORT ANSWER

Hypothetical example: a County of Brant excavation and drainage contractor agrees to buy an established U.S. septic and site-services company, with the price allocated among equipment, vehicles, customer lists and goodwill. E-2 requires the principal and at least fifty percent of the enterprise to have treaty-country nationality, substantial funds irrevocably committed and at risk, a real non-marginal enterprise, and ownership or other control sufficient to develop and direct it. The qualifying purchase price may include goodwill, but E-2 provides no direct path to permanent residence. The purchase decision should be made before the E-2 presentation is assembled. Identify what the buyer receives, who bears loss before closing, what loan collateral is used and which payments become non-refundable. The capital must be placed beyond the applicant's simple recall and exposed to business loss, and the acquired enterprise must be real, active and more than marginal. Hypothetical example: a wastewater-service buyer funds the deposit from savings but finances trucks with security over the acquired company. The decision is whether the financing weakens the investor's qualifying capital, which is resolved by the loan and security documents, not by the purchase price alone.

01

The purchase price is the investment; the allocation is evidence

When an applicant buys an existing enterprise, funds irrevocably committed to that purchase are the investment, and there is no rule discounting the portion of the price allocated to goodwill or a customer list. Those are genuine assets of a service business. Where allocation does work is in showing the enterprise is real and operating: a price that is almost entirely goodwill, with a handful of aging trucks behind it, invites a question about what is actually being acquired. Excavation and pumping equipment, a licensed disposal arrangement and a route of contracted customers together describe a going concern in a way a single goodwill figure does not. Attach the purchase agreement, allocation schedule, equipment list and customer contracts to one acquisition index. Goodwill can be a real part of an operating-business purchase, but the supporting records should show a genuine going concern rather than a number chosen for immigration. Ask whether staff, licences, routes and vendor relationships will continue after closing.

02

Substantial is measured against this business, not a threshold

There is no minimum sum. Proportionality compares what has been committed with the cost of establishing or purchasing this kind of enterprise, and the purchase price of a going concern usually sets that comparison directly: paying the full price puts the ratio at or near the top. What weakens it is borrowing secured against the acquired business's own assets, because a loan the enterprise itself guarantees leaves the buyer's money less at risk. A personal loan, an advance secured on his Ontario property, or funds from selling Canadian equipment are all at risk in the way the rules mean, and the trail from each source into the closing should be shown. Test proportionality with actual money committed against the cost of buying this enterprise. A full-price acquisition can be strong evidence, while a loan secured by the enterprise's own assets needs careful treatment. Trace personal savings or property-backed financing from source through closing, and do not treat an unspent line of credit as capital already at risk.

03

Escrow is how a buyer stops the deal being a wager

The awkwardness of E-2 is that the money must be committed before the visa is decided. An escrow that releases the price to the seller on approval, and returns it to the buyer on refusal, is the recognised way to be committed without gambling the purchase. It should be drafted before the deposit is paid rather than proposed afterwards. Two related points belong in the same conversation: the contractor must develop and direct the business, which ownership of the whole company satisfies, and the enterprise must not be marginal, which the acquired payroll and the existing customer contracts are usually the cleanest way to demonstrate. He must also be a national of the treaty country supporting the application—Canada qualifies—and should understand that E-2 offers no direct path to permanent residence. Use a properly drafted escrow if the seller will accept it, and read the release and refund terms before moving money. The buyer must decide whether to proceed if the application is refused and how operating control will be handled before approval. A business plan should identify the buyer's actual management role, staffing and revenue path rather than relying on the seller's historic results alone.

SOURCE NOTES

Editorial source review: 2026-09-07. General preparation guidance, not an individual assessment.

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