State Department guidance allows a business purchase conditioned on visa issuance to demonstrate commitment where the assets are held in escrow for release once the condition is met. The specific arrangement must support that conclusion.
Review more than the escrow label
Examine other cancellation rights, funding completion and the relationship between purchase and release terms. A freely revocable reservation is not equivalent to the described committed transaction. Escrow also does not resolve substantiality, lawful source, control or the enterprise’s operating readiness.
Have the actual agreements reviewed before relying on the arrangement as evidence of qualifying investment. The label matters less than what the documents actually provide, so read past the word escrow to the terms. Establish who holds the funds, on whose instructions they may be released, what conditions govern release, and whether the investor retains any ability to recover the money at their own discretion.
An arrangement in which funds are released on the occurrence of a defined condition sits differently from one the investor can unwind at will, and the difference goes to whether the capital is irrevocably committed. Have counsel assess the actual instrument rather than a description of it. And keep the rest of the analysis in view, since commitment is one requirement among several and an arrangement that addresses it well leaves the enterprise's reality, non-marginality and the investor's direction still to be established.