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HALDIMAND COUNTY · ASSETS OR SHARES

Asset purchase or share purchase: what a Haldimand County buyer of a U.S. equipment dealership is really investing

USAvisa field guide · 3 minute readReviewed 7 September 2026

Read the general investor planning overview

THE SHORT ANSWER

The form of the purchase changes what the E-2 file can count and what it must explain. Hypothetical example: a Haldimand County farm-equipment technician with capital from selling a rental property is buying a U.S. agricultural-equipment dealership and must choose between buying the dealership's assets into a new corporation or buying the shares of the existing company. Either can qualify, but the asset route shows exactly what was bought and what it cost, while the share route brings the seller's liabilities and floor-plan financing along with the goodwill. The investment counted is what the buyer irrevocably commits, not what the dealership owes.

01

List what the purchase price actually buys

In an asset purchase, the allocation schedule in the agreement does the work: parts inventory, shop equipment, vehicles, customer lists, the trade name and any real estate. Each line is an investment component with a matching invoice or valuation. In a share purchase, the price buys the corporation, so the file must present the corporation's balance sheet, explain which assets underlie the price, and show the buyer's funds went to the seller for the shares. Floor-plan financing of new equipment inventory, which is secured on that inventory, is a liability of the business and is not the buyer's capital under either route. Wholegoods on the lot financed by the manufacturer therefore inflate the dealership's apparent size without adding to the investment.

02

Trace the property sale into the deal without gaps

The capital originates in a Haldimand County rental-property sale. The file needs the purchase and sale agreement, the closing statement of adjustments, the lawyer's trust ledger, and the mortgage discharge, followed by the wire to the U.S. escrow or the dealership's account. If part of the price is being paid by a line of credit secured on the buyer's remaining Canadian home, include the credit agreement, because personal-asset-secured borrowing counts as the investor's capital, while a loan secured on the dealership's assets does not. Substantiality is then measured as the committed amount against the total cost of acquiring the dealership; a buyer who commits most of the price with personal funds presents well, while a buyer relying on seller financing secured on the business does not.

03

Prove the dealership is real, growing and directed by the buyer

Marginality is answered by the dealership's own numbers: three years of financial statements, the current staff list, service-department revenue and a projection showing it will employ others and generate more than the family's living expenses. A dealership with technicians, parts staff and salespeople already on payroll is the easy case. Develop-and-direct is answered by the buyer's role as dealer principal, with hiring, pricing and manufacturer-relationship authority in his hands, and by full ownership or at least fifty percent with operational control. Keep the manufacturer's dealer agreement in the file, since its approval of the buyer as dealer is evidence that he will run the business. E-2 does not lead to permanent residence by itself; if the family wants that later, review the plan before year three.

SOURCE NOTES

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

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