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FOR ENTREPRENEURS · OROMOCTOOromocto

Your ambition.Your enterprise.

Hypothetical example: an Oromocto electrician who built and sold a small contracting company is buying a U.S. commercial-cleaning and floor-care business that has two employees and a book of office contracts. E-2 requires treaty-country nationality for the investor and for the ownership of the enterprise, which a Canadian citizen satisfies; funds that are irrevocably committed and at risk; an investment that is substantial relative to the business; a real operating enterprise that is not marginal; and an investor who will develop and direct it, ordinarily through at least half ownership or operational control. An E-2 spouse is employment-authorized incident to status. E-2 provides no direct path to permanent residence. The deciding document is the purchase agreement and its closing terms, and this page explains what they must show. E-2 planning should start with nationality and control before money is moved. The enterprise must be owned at least half by nationals of the relevant treaty country, and the investor must develop and direct it. Funds must be committed in a manner that puts them at risk, the amount must be substantial for this enterprise, and the business cannot be marginal. A first review therefore traces the funds, reads the purchase and lease commitments, and tests whether the operating plan can support more than the investor's household rather than relying on a headline investment figure.

Talk about E-2
PurposeDevelop and direct a business
InvestmentSubstantial and at risk
Fixed minimumNo universal dollar threshold

IN THIS GUIDE · Which agreement shows the money is committed to a commercial cleaning business

Start with the E-2 eligibility and application overview

01

Read the purchase agreement for what is actually committed

Hypothetical example: the seller proposes a deposit now, the balance at closing and closing conditional on the buyer's E-2 approval. A purchase conditioned on E-2 issuance may still show irrevocable commitment when the buyer has entered a binding agreement and the funds are held in escrow for automatic release to the seller once approval occurs. The buyer must not be able to withdraw the funds at will. Ask the lawyer to draft the approval condition and escrow instructions deliberately. Map every owner’s nationality and percentage before signing a shareholders agreement. Equal voting rights, vetoes, and management agreements can alter the practical control analysis even where the share percentages appear simple.

02

Measure substantiality against this business, not a fixed number

There is no minimum dollar figure. The investment is compared with the cost of buying this cleaning business or starting one like it. If the purchase price, equipment and working capital together cover most of what the enterprise costs, the proportion is high. Prepare a schedule listing every item paid and its source, and keep the seller's asset list and the equipment appraisal. Place the money trail beside the transaction documents. A transfer receipt alone does not show a commitment; invoices, escrow terms, contracts, and a business account ledger reveal whether funds are exposed to genuine commercial loss.

03

Show the business will do more than support the family

The business already employs two people and holds contracts. Present the contracts, the payroll history and a projection that shows capacity to hire or generate income beyond a minimal living for the investor. A marginal enterprise is one that exists mainly to support the investor and family; existing staff and growth plans are the evidence against that conclusion. Use the cost of buying or establishing this particular enterprise to judge proportionality. A detailed equipment list and opening budget make a stronger record than a rounded total with no connection to the business plan.

04

Own it and run it

The buyer will hold all of the shares and act as operating manager. State this in the operating agreement and the business plan. Where a U.S. partner is involved, the Canadian investor must ordinarily hold at least fifty percent or otherwise have operational control, and the enterprise's ownership must remain at least fifty percent Canadian for nationality purposes. Passive ownership managed by someone else does not meet the develop-and-direct test. Test marginality with assumptions that can be checked: customers, pricing, payroll, overhead, and the timing of hiring. If the forecast only produces household living costs, revise the model before relying on it.

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