Start with the E-2 eligibility and application overview
Reconcile the inventory with the purchase
Identify what the buyer actually acquires, the agreed terms and the condition and use of the stock. Distinguish estimates from verified records. Do not assume the seller’s list establishes that every item is usable or that a disputed value equals the applicant’s actual contribution.
Retain the full eligibility framework
At least 50% relevant treaty-country national ownership, development and direction, substantial at-risk capital with lawful source/path, and a real nonmarginal enterprise remain necessary. Nonmarginality includes more than minimal living or significant economic contribution under the applicable rules. There is no universal minimum or EB-5 ten-job quota; Canadians generally require an E visa.
Committed funds and real control, alongside the marginality question
The classification requires the investor to be in a position to develop and direct the enterprise, which is ordinarily shown by ownership of at least half the business or by operational control through a managerial position or other device. The investment must be irrevocably committed, which is why funds sitting in the buyer's Canadian account do not count. Canada is a treaty country, and the requirement runs to both the individual and the enterprise: the business must be at least fifty percent owned by nationals of the treaty country whose nationality the applicant claims. An enterprise that provides only enough income to support the investor's household is marginal unless it has, or will have within five years, the capacity to make a significant economic contribution, typically through employing U.S. workers. Review actual financing and escrow terms, including potentially qualifying visa-contingent escrow and the distinction between personal financing and enterprise-asset-secured debt. Where debt was taken on, describe the security given, since debt secured by business assets is treated differently from borrowing backed by personal collateral. Non-marginality asks whether this enterprise has the present or future capacity to generate more than a minimal living for the investor and family, which is a question about its customers, its pricing and its staffing rather than about profits earned elsewhere. Purchase deposits released to the seller, an executed agreement that is binding without a further approval, equipment paid for, a lease signed with liability attached, and payments that cannot be recovered if the venture fails are what irrevocable commitment looks like.
Develop and direct means control, not merely majority
Distribution agreements often arrive with escrow terms, refundable deposits, minimum purchase commitments and revocation clauses. A buyer who intends to install a manager and visit occasionally is describing a passive holding, not a directed enterprise. Substantiality is judged in proportion to the total cost of purchasing an established business of this kind, not against any fixed figure, and no universal minimum exists. An escrow that releases to the seller upon visa issuance, and returns to the buyer only if the visa is refused, is the accepted way to protect the buyer while still showing commitment. For E-2, the funds must be committed irrevocably and exposed to commercial risk; an amount that remains freely recoverable normally does not perform the same function. A business plan should explain how the operation will earn revenue and move beyond a marginal result; it should not promise success. A large deposit toward a much larger price, with the balance owed to the seller, may leave the committed proportion too low. Voting rights, board composition, veto provisions, and reserved matters decide whether the applicant is positioned to develop and direct the enterprise, and a minority holder with negotiated control may be better placed than a majority holder bound by investor protections.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.