Here’s a little article I had written for The Florida Forums, an excellent site for future expats providing resources and support to those who would like to immigrate to to the US.  I am licensed to practice in Florida, however the facts below will be applicable for all 50 states.  If you are looking for businesses to purchase outside of Florida, please contact me as I have colleagues in several states who may be able to help.

Business brokers often work with foreign nationals looking for business opportunities for visa purposes and I wanted to offer some advice when interviewing business brokers, regardless of the city or state you are keen on moving to.  The most important thing is to do your research, and beginning with resources such as the Florida Forums is a great first start.

Business Broker Facts:

• Unfortunately, only about half of the States regulate the business brokerage industry.  For the majority of those that do, the State requires that the business broker have a valid real estate license.  These licenses can be easily checked online at any given state’s real estate department or division.
• Is the broker a member of a professional association?  Most business brokers may be licensed real estate agents, but they are typically not members of the National Association of Realtors.  Many states have their own business brokerage association.  In Florida, for instance, I am a member of the Business Brokers of Florida (BBF).  The Florida Forums has a link to many of the various state associations here: http://www.thefloridaforums.com/partners.htm
• Is the broker also a member of the International Association of Business Brokers (IBBA)?  This worldwide association offers continuing education to its members, annual conferences for professional development and a strict code of ethics.
• Not all real estate licensees are business brokers.  In the current Recession, we?ve seen many residential real estate professionals expand their services, including business brokerage or consulting.  When interviewing brokers, ask how long they have been in the business of selling businesses.
• Visas to the US are valid for all 50 states.  However, outside of popular states for immigration (such as Florida), many business brokers are not familiar with E-2, L-1 and EB-5 requirements pertaining to the actual business purchase.  Working with a broker who is familiar with the immigration process will save you a lot of time, as they will only present businesses that appear to meet Embassy standards.
• In most states, business brokers cooperate with one another.  This means any given business broker can show you multiple businesses, regardless if the company is listed by him or her.  This enables the buyer to interview and work with one dedicated professional.
• Do not start actively looking at businesses until you are in a “Go” position.  If you do not yet have the funds liquid to make a purchase and apply for your visa, it will be counter productive to fly to the US to look at individual companies.
• Make sure your have a rapport with your broker.  The business search requires sharing confidential details about not only the business but yourself financially.  It is important to hire a qualified professional that you can trust and feel confident in sharing your personal details and who will guide the sale.

I am always available to answer any questions and also provide guidance or referrals to my qualified colleagues outside of Central Florida.

Contact Jessica Hadler at 407-367-0100 for details.

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Our office receives many enquiries each month from international clients who would like to move to the United States but do not know where to begin.  The following article hopes to answer many of your questions, and give you a better idea of the anatomy of a sale.

Please bear in mind that American Business Group, LLC is not licensed to practice law nor offer legal advice.  We would be happy to recommend several immigration attorneys for you to interview, and we encourage you to visit the American Immigration Lawyers Association (www.AILA.org) and your local Embassy’s website at www.usembassy.gov for further information.  All practices subject to change per Federal, State and local law revisions.

YOUR IMMIGRATION ATTORNEY

It is strongly suggested that you hire an immigration attorney to assist you.  He or she will work closely with your family to help evaluate each business of interest to you, and find the best match per Embassy specifications. Your attorney will also advise you on your application and items you need to complete.  Application fees and attorneys cost vary depending on the visa you are seeking, so enquire about their rates and government fees.

It is important to evaluate your attorney’s credentials prior to hiring them.  Look for immigration-specific designations, such as membership in the American Immigration Lawyers Association.

Should I Use a Visa Consultant or Immigration Attorney?

Not all immigration professionals are attorneys. “Visa consultants” are not licensed to practice law nor give legal advice.  Though a client may feel that he or she is saving money up front, the long-term consequences could be disastrous. There is little legal recourse to fall back on should you have problems with your consultant and wish to seek damages in the future.  Hiring an attorney helps to better protect your interests.

YOUR BUSINESS BROKER

Helps you to locate businesses on the market that specifically match your criteria, and mediates the negotiation and offer process of the sale. A good business broker will work with you through the entire process to close (completion) and beyond.

As with any industry, not all business brokers are created equal.  Look for a broker who is familiar with your unique immigration needs and has experience in working with clients who are pursuing visas to the US.

PRIOR TO VIEWING BUSINESSES

Once you have determined with your attorney the visa that you would like to pursue, it is important to establish your family’s timeline.  The first question to address is your ideal move time.  Is it the summer when kids are out of school? Is it the beginning of the year?

Prior to your move date, or as your attorney will otherwise instruct you, you will need to open up a local bank account.  The Embassy will ask you to demonstrate your commitment to your application, and will want proof that you have moved the funds necessary to close (or complete) on a business purchase to the US and have placed them in escrow.  This will also help you speed up the process, for when you are ready to move and begin to look at businesses, you will be in a position to make an offer and present a timely down payment, as your funds will be easily accessible Stateside.

BUSINESS INSPECTIONS

As you near your move date and have established the necessary accounts in order to make a purchase, it is time to come to the US and begin viewing business and meeting sellers.  Your business broker will work with you several weeks prior to your arrival and discuss different opportunities that may be suitable for both your family’s needs and the Embassy’s specifications (for instance, the business must have excellent financials and tax returns).

Just as it generally is at home, business sales are highly confidential.  As you decide which businesses are of serious interest to you, your broker will ask you to sign a confidentiality agreement for each business you would like to view.  Additionally, most sellers will ask that you submit a basic financial statement, where you attest that you have funds available to complete on a possible purchase.  Once you have completed these necessary documents, your broker will schedule showings with the seller and/or the seller’s broker for dates and times that are convenient to both parties.

A good business broker knows that your time is valuable, and should be able to help you identify ones that are substantial and of interest to you.  When you are in town, you will most likely view 4-6 businesses.  During your visits to each business, you will be meeting with the sellers initially to introduce yourself and ask questions, and learn more about how the business runs.  During these meetings, sellers will release general information about the business’s financial performance.

MAKING AN OFFER TO PURCHASE

Once you have identified the businesses of most interest to you, it is time to have your attorney review the business’s details to ensure the business is a strong candidate for your visa application.  Upon your attorney’s advice, it is time to draft an offer for purchase agreement.  Your business broker can assist you with this process and all negotiations.  Once the seller has accepted your offer, it is time to submit your down payment.

In the state of Florida, it is generally customary for a neutral third-party closing attorney to handle all funds and close the transaction.  Your down payment will go into the closing attorney’s non-interest-bearing escrow account.

During this stage, Due Diligence also begins. Just as an off-plan property purchase includes a final walk through or snagging list, this is where you take an in-depth look at the business. You and your accountant will have the opportunity to review the company’s financial records, including profit & loss statements, essentially to confirm what you are purchasing.  If, during due diligence, it is discovered that the business’s financial performance is not as initially purported, the transaction is cancelled and the closing attorney will return the down payment to the buyer.  If the business is proved to be financially sound, the transaction continues on toward close.  The next step is in negotiating any leases that may be involved – it is the seller’s responsibility to assist you in getting an assignment or new lease from the landlord.

COMPLETING THE TRANSACTION AND BEYOND

Once due diligence has been completed, and any new leases are drafted, it will be time to close the transaction.  Both parties and their broker (s) will meet at the closing attorney’s office to sign all necessary documents and complete all payments.  Typically, any brokers present to the transaction collect their fee from the seller’s side.  The closing attorney’s fee generally ranges from $1,500 and $2,000 and this fee is usually split equally between both parties.

After the closing, the transition period begins.  This is when the seller is contractually obligated to assist you during the initial transition and train you in the various responsibilities you will be taking on.  This period varies, ranging from 2 weeks to several months.

Your immigration attorney will also be assisting you with your application to the Embassy.  The wait time depends on the type of visa you are applying for and your citizenship, as the US Embassy has different wait times in each country.  You can also visit the Embassy’s website to get further details: www.usembassy.gov

EyeonWorldwide.com is a leading site offering overseas travel, relocation and investing advice.

Under section 203(b)(5) of the Immigration and Nationality Act (INA), 8 U.S.C. § 1153(b)(5), 10,000 immigrant visas per year are available to qualified individuals seeking permanent resident status on the basis of their engagement in a new commercial enterprise.

Of the 10,000 investor visas (i.e., EB-5 visas) available annually, 5,000 are set aside for those who apply under a pilot program involving an CIS-designated “Regional Center.”

A “Regional Center:”

• Is an entity, organization or agency that has been approved as such by the Service;
• Focuses on a specific geographic area within the United States; and ,
• Seeks to promote economic growth through increased export sales, improved regional productivity, creation of new jobs, and increased domestic capital investment.

“Alien investors” must:

• Demonstrate that a “qualified investment” (see below) is being made in a new commercial enterprise located within an approved Regional Center; and,
• Show, using reasonable methodologies, that 10 or more jobs are actually created either directly or indirectly by the new commercial enterprise through revenues generated from increased exports, improved regional productivity, job creation, or increased domestic capital investment resulting from the pilot program.

Permanent resident status based on EB-5 eligibility is available to investors, either alone or coming with their spouse and unmarried children. Eligible aliens are those who have invested — or are actively in the process of investing — the required amount of capital into a new commercial enterprise that they have established. They must further demonstrate that this investment will benefit the United States economy and create the requisite number of full-time jobs for qualified persons within the United States.

In general, “eligible individuals” include those:

1. Who establish a new commercial enterprise by:
   • creating an original business;
   • purchasing an existing business and simultaneously or subsequently restructuring or reorganizing the business such that a new commercial enterprise results; or
   • expanding an existing business by 140 percent of the pre-investment number of jobs or net worth, or retaining all existing jobs in a troubled business that has lost 20 percent of its net worth over the past 12 to 24 months; and
2. Who have invested — or who are actively in the process of investing — in a new commercial enterprise:
   • at least $1,000,000, or
   • at least $500,000 where the investment is being made in a “targeted employment area,” which is an area that has experienced unemployment of at least 150 per cent of the national average rate or a rural area as designated by OMB; and
3. Whose engagement in a new commercial enterprise will benefit the United States economy and:
   • create full-time employment for not fewer than 10 qualified individuals; or
   • maintain the number of existing employees at no less than the pre-investment level for a period of at least two years, where the capital investment is being made in a “troubled business,” which is a business that has been in existence for at least two years and that has lost 20 percent of its net worth over the past 12 to 24 months.

How do I …Seek Status as an Immigrant Investor

In order to seek status as an immigrant investor, you must file CIS Form I-526, Immigrant Petition by Alien Entrepreneur. The Form I-526 must be filed with supporting documentation which clearly demonstrates that the individual’s investment meets all requirements, such as:

• establishing a new commercial enterprise,
• investing the requisite capital amount,
• proving the investment comes from a lawful source of funds,
• creating the requisite number of jobs,
• demonstrating that the investor is actively participating in the business; and, where applicable,
• reating employment within a targeted employment area.

How do I …Obtain Status as a Conditional Resident

Once the Form I-526 is approved, immigrant investors may obtain status as a conditional resident by:

• Filing Form I-485, Application to Register Permanent Residence or Adjust Status, if residing within the United States; or,

…Become a Permanent Resident Based on Investment

In order to become a lawful permanent resident, eligible investors must file a Form I-829, Petition by Entrepreneur to Remove Conditions. Form I-829 must be filed within 90 days before the second anniversary of an Alien Investor’s admission to the United States as a conditional resident.

Advice for International Clients Purchasing Businesses in America

American Business Group, LLC offers business brokerage and consultation services to entrepreneurs both domestically and internationally.  If you and your family are considering purchasing a business for visa purposes, ABG strongly recommends that you use a qualified and experienced immigration attorney to assist you.

What to Look for in a Qualified Immigration Attorney

·        Member of the American Bar Association

·        Member of the American Immigration Lawyers Association

·        Immigration-specific designations

Should I Use a Visa Consultant or Immigration Attorney?

Not all immigration professionals are attorneys. “Visa consultants” are not licensed to practice law nor give legal advice.  Though a client may feel that he or she is saving money up front, the long-term consequences could be disastrous. There is little legal recourse to fall back on should you have problems with your consultant and wish to seek damages in the future.  Hiring an attorney helps to better protect your interests.

Can American Business Group, LLC Recommend an Attorney?

American Business Group, LLC is happy to provide a list of attorneys in the area for you to interview.  Of course, this is only a sample of professionals available.  You can also search for attorneys in your area by contacting the American Immigration Lawyers Association at www.aila.org or +1 800 954 0254.

Local Board-Certified Immigration Counsel in Orlando:

Catherine Henin-Clark

Board Certified in Immigration & Naturalization Law 

228 Annie Street, Orlando, FL 32806

407 426 2095 Office  407 426 2098 fax

chenin92 @ bellsouth.net