Assess actual qualifying payments and commitments rather than present every possible future payment as completed investment.
Reconcile the fee and later purchase obligation
The option’s terms determine what is genuinely committed and what remains optional. Do not assume every option payment qualifies or that the full acquisition price has already been placed at risk.
Reconcile every payment against the option. Mark the fee already paid, the remaining exercise price, any refundable or visa-contingent amount, escrow conditions, assumed debt, and working capital. Count only funds genuinely and irrevocably committed to the enterprise and exposed to loss under the actual terms; do not report an optional future price as present investment. Then assess substantiality in relation to the business’s real cost, because E-2 has no universal dollar minimum. The enterprise must be active and non-marginal, possess qualifying treaty ownership, and be developed and directed by the investor through 50 percent ownership or operational control. Preserve lawful source and movement evidence. The recurring accounting mistake is adding every possible obligation while ignoring whether the investor can still walk away.
Hypothetical example: An equipment-rental entrepreneur near Larouche pays a modest option fee for a business whose purchase price is due only if she elects to close. Her schedule separates the spent fee from uncommitted financing, identifies which escrow funds would become at risk upon visa issuance, and includes post-closing working capital. She tests the qualifying investment using the contract’s true triggers rather than advertising the entire price as already invested.