Due diligence, valuation, U.S. counsel and accounting advice on the ownership structure, plus published application charges. Restructuring ownership to satisfy the nationality test can carry tax costs of its own.
Price the restructuring before agreeing the deal
Treat the purchase price as capital at risk rather than as a fee. Around it sit the costs of proving the case: an independent review of three years of dealership records, a valuation or allocation of the price, U.S. counsel for the purchase agreement, the escrow arrangement and the operating agreement, and accounting advice on how the ownership should be held. Where the initial structure fails the nationality test, the cost of fixing it may include additional capital, financing charges or tax on a reorganization, and that should be quantified before the deal is agreed rather than discovered during drafting. Application charges are published by the Department of State and should be checked at the time of filing. Add working capital for a first year under new management.
Hypothetical example: a specialty tea importer has enough cash to buy inventory but has not budgeted for warehouse deposits, insurance, permits, and the first payroll. The first review should create a uses-of-funds table distinguishing paid, contractually committed, escrowed, and merely available amounts. Invoices, receipts, contracts, and bank statements settle the entries; a forecast alone does not. Investment substantiality is measured in relation to the enterprise's cost, not by a universal minimum. Sequence commitments so that the business can operate if the application is approved, while using an appropriately conditioned purchase arrangement where a refusal would otherwise create unacceptable exposure. The common error is spending nearly everything on a headline asset and leaving no credible operating plan. A smaller, fully evidenced operating enterprise can be stronger than an impressive but incomplete acquisition.