Start with the E-2 eligibility and application overview
Test the nationality of the enterprise first
The enterprise must have the nationality of the treaty country, and that is determined by ownership: at least fifty percent must be held by nationals of that country who are either not resident in the United States or are themselves maintaining treaty status. A forty percent Canadian holding alongside a sixty percent U.S. citizen holding does not satisfy it, regardless of who runs the business day to day. Do this arithmetic before any agreement is drafted, because it is the cheapest test to fail on paper and the most expensive to fail after a transaction has closed. Build an ownership table listing every owner, nationality, percentage, voting rights, and any agreement that changes control. A cash contribution and a voting arrangement can point in different directions, so both need to be reviewed together.
Then test control, which is a different question
Development and direction is ordinarily shown by ownership of at least half the enterprise, or by operational control demonstrated through a managerial position or another corporate device. A shareholders' agreement conferring management authority can support the second where ownership alone would not. But control does not repair a nationality shortfall, and nationality does not establish control: a passive holder of fifty-one percent who leaves the business to somebody else satisfies one test and fails the other. Both have to be answered, in that order, with documents rather than with intentions. Control should be tested through the actual governing documents: shareholder agreements, manager powers, signing authority, and deadlock provisions. A nominal majority that cannot make operating decisions may not deliver the practical direction the file claims.
Restructure before signing, not afterwards
If the numbers do not work, the options are commercial rather than clever: acquire a larger share, bring in additional treaty-national investors, buy the assets into a new company with the right ownership, or accept that this transaction does not support this route. Each carries tax and financing consequences that belong to an accountant. What does not work is a side letter or a nominee arrangement designed to make the register read differently from the reality, because the file is examined on documents and a structure built to appear compliant is worse than one that plainly is not. If restructuring is needed, complete it in the corporate record before relying on it. Later explanations are weaker than executed documents that align ownership, control, financing, and the applicant's proposed role from the start.
Then prove the ordinary conditions
Once the ownership works, the remaining findings are the usual ones: an investment substantial in proportion to the total cost of acquiring the business, funds irrevocably committed and at risk, a real and operating enterprise, and an enterprise that is more than marginal. A dealership with existing staff, franchise agreements and a service department answers the operating and marginality questions more easily than most businesses do. Obtain three years of statements and returns, the payroll register, the franchise or supply agreements and the premises lease before agreeing on a price. Prepare a source-and-uses schedule that marks money as paid, contractually obligated, escrowed, or still available. Funds must be irrevocably committed and exposed to loss; a plan also has to show a real, non-marginal enterprise that the investor will develop and direct.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.