IN THIS GUIDE · Separating business-sale proceeds from company money
Start with the EB-5 eligibility and application overview
Distinguish a share sale from an asset sale
A shareholder selling shares and a company selling assets can produce different recipients of the purchase price. Draw the transaction structure before assembling a source narrative. The buyer’s payment to a corporate account does not by itself establish that the investor personally owns those funds. Obtain professional advice on the actual distribution and support it with the relevant company records.
Explain the ownership history
Collect records showing how the investor acquired the shares or business interest and what lawful funds supported that acquisition. Reconcile ownership percentages with the amount received. If other shareholders or a holding company participate, describe their roles explicitly. The sale’s size cannot substitute for evidence that the principal investor was entitled to the portion used for EB-5.
Separate paid proceeds from contingent value
Purchase agreements can include holdbacks, instalments or earn-out provisions. Identify money already paid, money held elsewhere and payments dependent on future performance. Keep closing calculations, escrow records and actual receipts. A headline enterprise valuation is not the investor’s available capital, and an expected future payment should not be represented as a completed contribution to the U.S. enterprise.
Preserve records after the handover
Business sales often change access to accounting systems, email and advisers. Secure copies of the ownership, tax, financial and transaction records needed for the immigration explanation before access ends. Arrange how later questions can be answered without relying on the buyer’s goodwill. Retain a clear distinction between corporate records and the personal banking trail into the proposed investment.
Establish how company money became the shareholder's money
A company and its owner are separate persons, and proceeds sitting in a corporate account are the company's rather than the individual's until something changes that. Identify the mechanism and document it. Where a share sale occurred, the price was generally paid to the shareholders directly and the trail runs from the buyer to the individual. Where the business sold its assets, the proceeds went to the company, and the money reaches the owner only through a distribution, a dividend, a repayment of a shareholder loan, salary or a liquidation, each of which has its own records and its own tax treatment. Confusing the two is common and consequential, because a file describing the company's receipt as the investor's funds leaves the essential step undocumented. Obtain the corporate resolutions, the accounting entries and the payments themselves.
Deal with the parts of the price that are not cash today
Sale agreements frequently defer or condition a portion of the consideration, and only what has actually been received is available to invest. Work through the structure and identify each component: the amount paid at completion, any sum held back pending warranty claims or a working-capital adjustment, any deferred instalments and when they fall due, any earn-out contingent on future performance, and any consideration paid in shares rather than cash. For each, record whether it has been received, when it is expected, and what could reduce or eliminate it. Then build the available figure from what is in hand rather than from the headline price. Where a plan depends on a contingent element arriving, identify that dependency explicitly, since an earn-out is a hope with a contract attached rather than money the seller controls.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.