Money and structure

Invest

Also called Contribution of capital.

Invest, 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.

What it decides

The regulation defines invest; the statute does not. 8 U.S.C. 1153(b)(5)(D)(ii)(III)(bb), which governs petitions filed on or after 15 March 2022, reaches the same result from the other side, by excluding from the definition of capital anything invested in exchange for a debt arrangement between the investor and the new commercial enterprise. USCIS reads the two together in Policy Manual Volume 6, Part G, Chapter 2: a loan from the investor to the new commercial enterprise is not a contribution of capital, and buying a share from an existing shareholder does not count either, because the payment goes to the seller rather than into the enterprise. Intent to invest is not enough, because the capital must actually be placed at risk, which is a separate test at 8 CFR 204.6(j)(2). Documenting the source of the money perfectly does not rescue a structure that lends rather than invests.

Governed by 8 CFR 204.6(e), definition of Invest, and 8 CFR 204.6(j)(2); 8 U.S.C. 1153(b)(5)(D)(ii)(III)(bb); USCIS Policy Manual Volume 6, Part G, Chapter 2, Section A (6 USCIS-PM G.2(A)), whose most recent listed update is the technical update of 26 February 2025, which is the only source for the loan and existing-shareholder points. The eCFR prints the 2019 version of 8 CFR 204.6, whose investment amounts at paragraph (f) were vacated and must be ignored, but the Policy Manual cites paragraph (e) as the operative definition of invest.

Where this is explained properly

Pages here that go into invest rather than mentioning it.

Related terms

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.
Capital at riskThe rule that the investor's required capital must be genuinely exposed to loss, with a real chance of gain, and not shielded by a guaranteed return or by any contractual right to repayment.
New commercial enterpriseA new commercial enterprise, usually shortened to NCE, is the for-profit entity formed in the United States that receives the EB-5 investor's capital and gives the investor an equity stake in return, and it is the enterprise the petition is built around.
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.
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.

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