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FOR ENTREPRENEURS · WILMOTWilmot

Your ambition.Your enterprise.

E-2 status can be relevant to an eligible treaty national who is developing and directing a real, operating U.S. enterprise through a substantial investment. Living in the Kitchener-Cambridge-Waterloo area or being able to afford a purchase price does not by itself establish any part of this. Start with the proposed ownership structure, the actual business activity, and the lawful source of the funds, and only then examine the transaction's specific terms. A commercially appealing deal and a legally sufficient E-2 case are not the same conclusion.

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

IN THIS GUIDE · Review the investor, the funds, and the operating business as three separate questions

01

Confirm nationality and real decision-making rights

Identify the investor's treaty nationality and the enterprise's actual ownership structure. Gather the agreements that show the applicant can develop and direct the business, including any retained approval rights held by a seller, co-owner, or lender. Canadian permanent residence is not the same fact as Canadian citizenship, and a share percentage should always be read alongside the real governance and control terms, not in isolation. The enterprise generally must be at least 50% owned by nationals of the relevant treaty country. Development and direction may be shown by at least 50% ownership or operational control through a managerial position or another corporate device.

02

Trace the money from its source to the investment

Build a dated path from the lawful source of funds to the actual investment, including any transfers, currency conversions, and financing agreements along the way. A personal, unsecured loan may qualify; borrowing secured against the enterprise's own assets is analyzed differently. Hypothetical example: a purchaser's loan is described as personal but is actually secured against several business assets. Review the full loan and security documents rather than accepting a summary description at face value. Debt secured by assets of the enterprise does not count as E-2 invested capital, even if personal assets also secure it. Borrowing secured only by personal assets, or unsecured personal borrowing, may qualify subject to the other investment conditions.

03

Understand escrow and total business cost together

The Foreign Affairs Manual recognizes certain investment-in-process and escrow arrangements, including some visa-contingent purchase structures. Read the release, refund, and cancellation conditions before any funds move. Substantiality is measured relative to the actual cost of the specific business, not against a fixed dollar figure, so keep money merely being discussed, money committed under signed terms, and money already spent clearly distinct from each other. The qualifying capital must be genuinely committed and at risk, not merely available in an account.

04

Show a real enterprise, not just a purchase price

The enterprise has to satisfy the separate non-marginality requirement. Describe its actual operating activity, resources, and realistically supported financial expectations rather than presenting unexplained projected growth. Distinguish historical performance from forward-looking forecasts, particularly after a change of ownership, and confirm the applicable consular filing process for a Canadian citizen rather than assuming a visa-exempt category's rules apply here. Nonmarginality means capacity beyond a minimal living for investor and family or for significant economic contribution; projected capacity should generally be attainable within five years of normal business activity. The applicant must intend to depart when E status ends.

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Guides for your next decision.

E-2 · WILMOT

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