Start with the E-2 eligibility and application overview
Read voting and purchase rights separately
Identify issued shares, voting arrangements, option conditions and actual exercise dates. A right to buy later is not necessarily a present ownership interest. Assess the applicant’s ability to develop and direct under the governing terms.
Establish treaty ownership and qualifying funds
At least 50% of the enterprise must be owned by nationals of the relevant treaty country. Trace lawful source and path of substantial capital at risk, without assuming an option’s entire exercise price is already invested. There is no universal E-2 dollar minimum.
Support business capacity independently
The real enterprise must meet the applicable nonmarginality framework, including more than minimal living for the investor and family or significant economic contribution. E-2 has no EB-5 ten-job quota. Canadian citizens generally need an E visa; exercising an option does not itself authorize US work.
Ownership at fifty percent still has to produce control
Funds paid into an escrow that releases only on visa issuance can count as committed if the terms make the commitment irrevocable on approval; a refundable deposit does not. E-2 is a nonimmigrant classification for a treaty-national investor who has made, or is actively in the process of making, a substantial investment in a bona fide U.S. enterprise and will personally lead its development and direction. The applicant must develop and direct the enterprise, which is ordinarily demonstrated by owning at least fifty per cent or by holding operational control through a managerial position or other device. The investment must be substantial in relation to the total cost of the enterprise, so the meaningful figure is the ratio between what has been committed and what this particular business costs, not the size of the deposit. If a U.S. partner will hold a share, the treaty-nationality ownership must still reach at least fifty percent. E-2 funds must be irrevocably committed, exposed to commercial risk and directed to an enterprise that is not marginal. The transaction checklist follows ownership, money, contracts, premises, and operations; the immigration checklist tests treaty nationality, enterprise nationality, substantiality, risk, nonmarginality, and the investor’s developing-and-directing role. Escrow terms and financing structure also bear on whether the money is genuinely at risk; debt secured by the business assets is treated differently from personal collateral, and counsel should review the structure.
Show qualifying capital in the buyer’s actual enterprise
Properly structured visa-contingent escrow may qualify, but an optional or freely reversible proposal should not be described as equivalent. Beyond the enterprise, the employee must hold the same treaty-country nationality as the qualifying owners, and must be coming either to fill an executive or supervisory position or to provide services requiring special qualifications essential to the enterprise's operations. Substantiality is judged in proportion to the cost of the business: a purchase of the going concern, its furniture, systems and working capital should bring the committed amount close to the total. A shareholder who holds U.S. lawful permanent residence is generally not counted as a treaty national for these purposes, so a family member who obtained a green card years ago can affect whether the fifty percent threshold is met. A loan secured by the assets of the business being purchased does not count, since the lender rather than the buyer bears that risk; if the resort fails, the seller takes the resort back and the buyer's exposure was never real. The test asks whether the enterprise has present or near-future capacity to generate income significantly beyond meeting the investor's own living needs, typically evidenced through job creation for U.S. workers or a credible expansion trajectory, not through the owner's personal draw alone.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.