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PORT COLBORNE · E-2 FIELD GUIDE

Can a large reserve compensate for funds not yet committed?

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THE DIRECT ANSWER

A reserve does not automatically establish invested capital. There is no universal minimum that makes control, risk and commitment irrelevant.

Use the actual terms

Review genuine escrow and financing conditions. Do not count freely available money as committed solely because it is earmarked in a plan.

The test compares the amount actually invested with the cost of purchasing the enterprise as a going concern, and it is applied on a sliding scale: the lower the total cost, the higher the proportion the investors should fund from their own capital. Build a list: accounting review of the financials, a lawyer for the asset or share purchase agreement, a business plan written to a standard an adjudicator will read rather than a bank, immigration counsel, and post-closing working capital. Keep Canadian sale taxes and closing expenses apart from capital placed into the American business, then separate committed investment, operating reserves, professional work, and verified government charges. Count only what is irrevocable: equipment and computing hardware bought, prepaid rent and deposits that cannot be recovered, software and infrastructure contracts entered, incorporation and professional fees paid, insurance premiums, marketing expenditure and wages committed under employment agreements.