Money and structure

Secured indebtedness

Also called collateral, loan collateral, secured loan.

Debt 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.

What it decides

8 CFR 204.6(e) counts indebtedness as capital where the investor is personally and primarily liable, the debt is secured by assets the investor owns, and no asset of the new commercial enterprise secures it. That wording no longer governs on its own. For petitions filed on or after 15 March 2022 the controlling definition is statutory, at 8 U.S.C. 1153(b)(5)(D)(ii), and it carries no indebtedness prong: capital is cash and all real, personal or mixed tangible assets owned and controlled by the investor. USCIS assigns the regulatory wording to petitions filed before that date, yet continues to apply the collateral conditions where indebtedness or a promissory note is what is contributed, caps the amount at the fair market value of the pledged assets, and requires nearly all money due under a note to be payable within two years. The test does not reach borrowed cash. USCIS stopped reading indebtedness to include the investment of loan proceeds as of 30 November 2018, the date of the district court decision in Zhang, so cash raised against an asset is cash. A loan must have been made in good faith and not to circumvent the source of funds rules under 8 U.S.C. 1153(b)(5)(L)(iii), which applies to petitions filed on or after 14 May 2022 and also requires records from the lender. Do not confuse any of this with 8 U.S.C. 1153(b)(5)(D)(ii)(III)(bb), which excludes capital put in exchange for a note, bond or other debt arrangement between the investor and the enterprise; that provision is about the investor holding debt, not owing it.

Governed by 8 U.S.C. 1153(b)(5)(D)(ii), the statutory definition of capital, controlling for petitions filed on or after 15 March 2022 (https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title8-section1153&num=0&edition=prelim); 8 U.S.C. 1153(b)(5)(L)(iii); 8 CFR 204.6(e); 6 USCIS-PM G.2(A)(1), G.2(A)(4) and G.2 n.14 (https://www.uscis.gov/policy-manual/volume-6-part-g-chapter-2); Zhang v. USCIS, 978 F.3d 1314 (D.C. Cir. 2020), affirming the district court decision USCIS dates to 30 November 2018; Matter of Izummi, 22 I&N Dec. 169 (Assoc. Comm. 1998); Matter of Hsiung, 22 I&N Dec. 201 (Assoc. Comm. 1998). Editor's note, do not link the eCFR page for 8 CFR 204.6: it renders the 2019 Modernization Rule text, vacated by Behring Regional Center LLC v. Wolf, 544 F. Supp. 3d 937 (N.D. Cal. 2021), and still shows $1,800,000 and $900,000. USCIS states at 6 USCIS-PM G.2 n.2 that its regulation links are to the text in effect before that rule.

Where this is explained properly

Pages here that go into secured indebtedness rather than mentioning it.

Related terms

Guaranteed returnA promise that the investor will earn a set return, or will get the principal back, which the EB-5 statute strikes out of the capital that counts, to the extent of the amount guaranteed.
Capital accountThe ledger a limited partnership or LLC keeps for each investor, recording capital contributed, profit and loss allocated, and anything distributed back out. It is an accounting term, not an immigration one.

Checked against primary sources on 6 August 2026. Back to the glossary