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BURLINGTON · EB-5 FIELD GUIDE

Which business-sale records should I preserve?

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THE DIRECT ANSWER

Keep the purchase agreement, ownership records, closing statement, payment evidence and documents authorizing any corporate distribution. Relevant tax and historical funding records help explain the lawful source behind the business interest sold.

Resolve the gap between valuation and cash

Show adjustments, debt repayment, shareholder allocations and withheld sums. Trace the portion actually received by the investor into the EB-5 contribution. Where consideration is paid in stages, distinguish completed payments from contractual expectations.

Preserve amendments and settlement correspondence that explain changes. Request records before transferring control of the company’s systems to the buyer. Preserve the transaction file in full while it is still accessible, because access to a sold company's records generally ends at completion and the buyer has no obligation to help afterwards.

That means the sale and purchase agreement with schedules and disclosure letter, the completion statement, the allocation of consideration among sellers, the escrow or holdback arrangements, and the payment records showing what each seller received. Add the corporate history: share registers, subscription and transfer documents, and the accounts for the relevant years. Where a valuation informed the price, keep it and note who prepared it and for what purpose.

The recurring gap in these files is between a valuation figure and the cash actually received, and closing it requires the completion statement and the payment evidence rather than the agreement alone.