Acquisitions
Acquiring an existing U.S. business on a nonimmigrant visa
Structuring asset vs. stock acquisitions to align corporate transactions with visa requirements.
published 23 June 2026 · checked 3 October 2026
The gap, named · our reading of the rule
Buyers often assume purchasing 100% of a business's stock grants the immediate right to manage it. Purchasing equity is an investment, not a work permit.
The Regulatory Framework
Acquiring a business requires aligning the transaction with a valid status. The routes this page covers are E-2, L-1A and H-1B.
- E-2 begins with treaty nationality. India is not an E-2 treaty country (State Department treaty-country list; the list was not re-read on 2 October 2026, so check it on the day you read).
- L-1A is governed by 8 CFR 214.2(l), which covers intracompany acquisition guidelines.
- H-1B runs, for an owner of the acquired business, through the January 2025 beneficiary-owner rule (89 FR 103054, FINAL, effective 17 January 2025). If the buyer will own more than 50% of the business or hold majority voting rights, the buyer is a beneficiary-owner whatever the board looks like. The first approval and the first extension are each capped at 18 months, and the petition rests on a bona fide job offer. An earlier version of this page named an independent board as the route. That advice is superseded.
Escrow structures protect invested capital during the visa application process.
How entrepreneurs prepare for this conversation
- Step 1: Insert Visa Closing Conditions. Add visa approval conditions to the Purchase and Sale Agreement (PSA).
- Step 2: Appoint Transition Management. Retain the seller or an independent manager during the visa approval window.
- Step 3: Map the H-1B limits before the closing date. If the H-1B route is the plan, put the buyer's ownership percentage and voting rights on the table first, and date the two 18-month periods. The ownership split decides whether the beneficiary-owner limits apply.
Attorney Interrogation Sheet (What to Ask)
- Should we structure this transaction as an asset or stock purchase for visa purposes?
- How should the purchase agreement escrow clause be drafted?
- Will the buyer be a beneficiary-owner under 89 FR 103054 after closing, and what changes if the seller keeps a minority stake or a vote?
- Which of the pending H-1B rules (a proposed $103,265 fee on cap-subject petitions, wage-weighted selection, the extended $100,000 proclamation) reach this petition?
Status of pending rules · checked 2 and 3 October 2026
Rules in these lanes are moving in weeks, not years. Each line below names the instrument, its stage and its date. The stage words mean: FINAL (published, and in force unless a court has stopped it), PROPOSED (published for comment, not law), EXTENDED (renewed by a new proclamation), ENJOINED or BLOCKED (a court has paused it or stopped its enforcement), POSTPONED (a court has delayed the date a rule takes effect), VACATED (a court has set it aside), NOT PUBLISHED (reported, with no text to read). Two of these, the student admission rule and the $100,000 fee, can change again on appeal within weeks. Rows 1, 2, 4, 5 and 13 were re-read on 3 October 2026, and the other rows on 2 October 2026. This is education about where each rule stands. Whether any of it reaches your situation is a question for your own attorney.
| # | Rule | Stage and date | What it does | How sure we are |
|---|---|---|---|---|
| 1 | $103,265 fee on cap-subject H-1B petitions | PROPOSED. Notice of proposed rulemaking, 25 August 2026. Comments closed 24 September 2026. | Would add a fee of $103,265 to cap-subject H-1B petitions. The proposal has no small-employer exemption. It excludes higher-education and nonprofit research petitioners. It is not law. FR Doc 2026-17324 | FACT |
| 2 | $100,000 H-1B restriction | VACATED (implementing guidance), 8 June 2026, State of California v. Mullin (D. Mass.). The First Circuit denied a stay on 24 July 2026, and the appeal is pending (No. 26-1699). EXTENDED by Proclamation 11069, signed 18 September 2026, effective 21 September 2026, to 21 September 2027. BLOCKED again, as reported: on 30 September 2026 a second court (N.D. Cal., Global Nurse Force v. Trump) is reported to have blocked enforcement under both proclamations. | USCIS says it will comply with the vacatur, so the $100,000 is not being collected today. The original restriction was Proclamation 10973 of 19 September 2025. USCIS H-1B FAQ (read 3 October 2026) · FR Doc 2026-19554 · plaintiffs' counsel announcement of the 30 September order | FACT that it is not being collected today. OBSERVATION on the 30 September order: our sources are the plaintiffs' counsel and one analytics summary, we have not read the order, and its scope is UNKNOWN. |
| 3 | H-1B program-integrity executive order | FINAL (executive order), 18 September 2026. | Directs State, Labor and DHS to weigh an employer's recent or planned layoffs of similarly situated U.S. workers when petitions are reviewed. Implementing guidance has not been published as far as we can find. White House fact sheet | FACT on the order. UNKNOWN on guidance. |
| 4 | F-1 duration of status: fixed admission period | FINAL rule published 17 July 2026 (91 FR 45124), effective date 15 September 2026. POSTPONED by court order. On 14 September 2026 the federal court in Massachusetts postponed the rule's effective date nationwide (5 U.S.C. § 705, Presidents' Alliance on Higher Education and Immigration v. DHS). The government appealed on 1 October 2026 (First Circuit No. 26-2112). Duration of status continues for now. | If the rule takes effect: admission is fixed to the I-20 program with a maximum of 4 years. The departure grace period falls from 60 to 30 days. OPT and STEM OPT require a USCIS extension of stay. The eCFR shows the new text as if it were in force. It does not reflect the court order. FR Doc 2026-14439 · Study in the States · Memorandum and Order, 14 September 2026 | FACT. We read the order itself on 3 October 2026. No DHS or Study in the States page we read yet mentions it, so a school page may still show the rule as coming. |
| 5 | OPT fee rule | NOT PUBLISHED. Sent to the Office of Management and Budget for review on 20 August 2026. | Press reports describe a large OPT filing fee. Until a proposed rule appears, those reports are a hypothesis. Current I-765 fees are unchanged. | OBSERVATION (university international office). Press figures are HYPOTHESIS. We found no proposed rule in the Federal Register as of 3 October 2026. |
| 6 | H-4 EAD rescission | On the federal Unified Agenda as a long-term action, RIN 1615-AD14. No proposed rule. No date. | Would remove H-4 spouses from the classes eligible for work authorization. It is not law. | OBSERVATION (law-firm reporting) |
| 7 | Wage-weighted H-1B selection | FINAL. Published 29 December 2025, effective 27 February 2026. Used for the FY2027 registration, 4 to 19 March 2026. | A Level IV wage level gets four entries in the selection lottery and Level I gets one. A company that registers its owner at a Level I wage gets one entry. FR Doc 2025-23853 | FACT. No business challenge was filed before FY2027 selection (OBSERVATION). |
| 8 | Department of Labor prevailing-wage overhaul | PROPOSED. 27 March 2026. | Would raise Level I from the 17th to the 34th percentile and Level IV from the 67th to the 88th. It is not final. FR Doc 2026-06017 | FACT |
| 9 | End of automatic EAD extensions | FINAL (interim final rule), in force since 30 October 2025. 90 FR 48799. | For renewals filed on or after 30 October 2025, an expiring work-authorization card is no longer extended automatically, H-4 included. Extensions already granted on renewals filed before that date are unaffected. FR Doc 2025-19702 | FACT |
| 10 | Online-presence review for H-1B and H-4 visa applicants | State Department policy since 15 December 2025. It applied to F, M and J applicants from June 2025. | Applicants are expected to make social media settings public. | OBSERVATION (secondary reporting). We did not re-read the State Department announcement on 2 or 3 October 2026. |
| 11 | Cap-gap extended to 1 April | FINAL. Part of the January 2025 modernization rule, 89 FR 103054, in force since 17 January 2025. | F-1 students moving to H-1B are covered until 1 April, which is later than the old 1 October date. FR Doc 2024-29354 | FACT |
| 12 | $250 visa integrity fee | Enacted 4 July 2025 (Public Law 119-21). Not yet collected. | A fee created by statute. The date it starts being collected is UNKNOWN. | FACT on enactment. UNKNOWN on start date. |
| 13 | 60-day grace period for workers | PROPOSED. Published 11 September 2026 (91 FR 57807). Comments close 10 November 2026. | Would remove 8 CFR 214.1(l)(2), the grace period of up to 60 days after a job ends, for H-1B, E-3, L-1, O-1 and TN workers and others, and for their dependents. It is not law. FR Doc 2026-18631 | FACT |
If a date here is older than the news, the news wins. Check the linked source, then take the question to your attorney.
What this is not This piece quotes the published rule and says plainly where we are reading it rather than quoting it. It is not legal, tax or immigration advice, it creates no attorney–client relationship, and neither you nor we can apply it to your facts. Rules also move — check the date above, then take the questions in this piece to your own licensed attorney and CPA, who are the only people who can advise you.
Sources · primary law first, our own notes labelled as such
9 FAM 402.9: E-2 business acquisition standards. Last read August 2026 and not re-read on 2 October 2026.
8 CFR 214.2(l): L-1 intracompany acquisition guidelines. Last read August 2026 and not re-read on 2 October 2026.
89 FR 103054 (FR Doc 2024-29354), effective 17 January 2025. Read 2 October 2026.
Ownership and work authorisation are treated differently in the rules, and that difference is what this library is about. Everything here is written for people keeping the job that holds their status.
Put a number on it. Deal Check
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