Start with the E-2 eligibility and application overview
Read the actual rights
Identify voting, management, removal and reserved-decision provisions. Explain the applicant’s effective authority rather than assuming nonvoting shares automatically qualify or disqualify the arrangement. A promise to manage needs support in the governing terms and actual plan.
Establish nationality and capital
At least 50% of the enterprise must be owned by nationals of the relevant treaty country. Substantial qualifying capital must be at risk with a lawful source and documented path. E-2 has no universal minimum, and ownership documentation alone does not establish invested funds.
Support a real nonmarginal enterprise
The applicable standard includes more than minimal living for the investor and family or significant economic contribution. Document operations and credible projections without importing the EB-5 ten-job rule. Canadian citizens generally need an E visa; a management agreement does not itself authorize US work.
Confirm the investment is substantial and irrevocably committed
The investor must develop and direct the enterprise, ordinarily demonstrated by owning at least half of it or by having operational control through a managerial position or another device. Because the seller-financed third is excluded, the investment is measured as the cash and home-secured funds against the full purchase price plus any working capital committed. E-2 capital must be irrevocably committed to the enterprise and genuinely subject to partial or total loss if the business fails. E-2 status can apply to an eligible treaty national who develops and directs a real U.S. enterprise through a substantial investment. The investment must be substantial in relation to the enterprise, already committed in a manner that exposes it to loss, and directed to a real operating business that is not marginal. The investor must place a substantial amount of lawfully obtained capital into a real enterprise in a way that is beyond the investor’s unilateral recall and exposed to genuine business loss. Non-marginality asks whether the business has the present or future capacity to generate more than a minimal living for the investor and family, which a staffing and capacity plan answers far better than a revenue projection. Enterprise-asset security excludes the debt even when personal collateral also supports it; borrowing secured solely by non-enterprise personal assets must be assessed on its real terms.
Irrevocable commitment usually means escrow with a single condition
Developing and directing the enterprise ordinarily means holding at least fifty per cent or otherwise possessing operational control, and a passive minority stake will not support the classification. An E-2 preparation file should describe the enterprise the buyer would actually own and operate after closing, not assume every revenue relationship transfers with the assets. Funds become committed when they are paid to the seller, spent on equipment, or placed in an escrow that releases to the seller on visa issuance and returns to the buyer only if the visa is refused. Money the applicant can still take back at will is not committed, but 9 FAM 402.9-6(B) accepts a purchase conditioned on issuance of the E-2 visa as a solid, irrevocable commitment where the assets are held in escrow for release once that condition is met. Substantiality compares what the investor has committed with the total cost of establishing this franchise territory, and a lower-cost business needs a higher proportion. Treaty nationals must hold at least fifty percent of it, shown by the share register and the subscription documents, not by an intention to restructure later. Properly structured visa-contingent escrow may qualify, while a freely reversible expression of interest does not establish the same commitment. Trace each transfer from the investor to the enterprise, noting any escrow release, seller financing, or refund right that changes the risk analysis.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.