Money and structure

Indebtedness secured by assets

Also called Investing indebtedness.

Indebtedness secured by assets is debt an EB-5 investor may contribute as capital under 8 CFR 204.6(e), and it counts only where the investor owns the collateral, is personally and primarily liable for the debt, and has not let the assets of the new commercial enterprise secure any of it. It qualifies only up to the fair market value of the pledged assets.

What it decides

The test runs on a debt instrument the investor hands over, most often a promissory note, rather than on cash the investor borrowed and then contributed. USCIS Policy Manual Volume 6, Part G, Chapter 2 sets out the three conditions from 8 CFR 204.6(e), namely personal and primary liability under the loan documents, collateral the investor owns, and no security taken over the assets of the new commercial enterprise. It adds that the security interest must be perfected in the jurisdiction where the asset sits, that the collateral must be specifically identified and fully amenable to seizure by a United States noteholder, and that the indebtedness qualifies as capital only up to the fair market value of the pledged assets. A promissory note is taken at present value, and nearly all of the money due must be payable within two years with no provision for extension. The statutory definition of capital at 8 U.S.C. 1153(b)(5)(D)(ii)(I) names cash and tangible assets rather than indebtedness, and the Policy Manual states these conditions without tying them to a filing date.

Governed by 8 CFR 204.6(e), definition of Capital, for the three conditions; USCIS Policy Manual Volume 6, Part G, Chapter 2, Section A, subsections Promissory Notes and Investing Indebtedness (6 USCIS-PM G.2(A)), page's most recent listed update 26 February 2025, which is the only source for the fair market value ceiling, the perfection requirement and the two year payment window, and which cites Matter of Hsiung, 22 I&N Dec. 201 (Assoc. Comm. 1998) and Matter of Izummi, 22 I&N Dec. 169 (Assoc. Comm. 1998) behind them. 8 U.S.C. 1153(b)(5)(D)(ii)(I) is good for the statutory definition of capital but is silent on indebtedness, so it cannot be cited for the conditions.

Related terms

Secured indebtednessDebt that the investor is personally and primarily liable for and that is secured by the investor's own assets, which counts toward the EB-5 capital requirement only when the debt instrument itself is what goes into the enterprise, not when the investor contributes cash borrowed against those assets.
CapitalCapital is the cash and tangible assets an EB-5 investor contributes to the new commercial enterprise. Two texts define it: the statute, which governs petitions filed on or after 15 March 2022, and the older regulation, whose conditions on debt USCIS still applies alongside the statute.
Borrowed fundsBorrowed funds are money an EB-5 investor is lent and then contributes as capital. Since Zhang v. USCIS, USCIS evaluates invested loan proceeds as a cash contribution, not indebtedness, so the loan need not be collateralized, but for petitions filed on or after 14 May 2022 the statute counts them only if the loan was made in good faith and not to circumvent the limits on permissible sources.
InvestInvest, in EB-5, means to contribute capital to the new commercial enterprise, and 8 CFR 204.6(e) provides that a contribution made in exchange for a note, bond, convertible debt, obligation or any other debt arrangement between the investor and that enterprise is not a contribution of capital, so the money must buy an ownership interest rather than a claim to be repaid.

Checked against primary sources on 10 August 2026. Back to the glossary