IN THIS GUIDE · Distinguish a startup shopping list from committed capital
Start with the E-2 eligibility and application overview
Classify each expenditure by its present state
Hypothetical example: equipment is ordered, a supplier deposit is paid and a lease remains unsigned. Record the amount, recipient, refund rights and outstanding conditions for each item. Quotations and available cash explain a plan, but do not automatically establish irrevocably committed capital at risk.
Trace the eligible funds
Provide the lawful source and path from the investor’s resources into the business. Explain gifts and financing on their actual terms. Debt secured by enterprise assets is excluded from qualifying investment; personally secured or unsecured borrowing may be assessed differently. Keep the capital calculation connected to the actual agreements and transactions.
Demonstrate an operating undertaking
E-2 requires treaty nationality, generally at least 50 percent qualifying treaty-national ownership of the enterprise, and the investor’s ability to develop and direct it. The investment must be substantial relative to the undertaking and support a real, nonmarginal business. There is no universal dollar or hiring minimum. Explain capacity beyond minimal household support or a significant economic contribution using a credible operating proposal. Where relying on future capacity, nonmarginality generally should be realizable within five years of normal business activity; support that forecast with the actual resources and intended operation.
Coordinate commitment with risk
Some properly structured visa-contingent escrow arrangements can qualify, but a freely refundable reservation is a different commitment. Review the conditions before relying on them. Buying equipment or forming the entity does not itself authorize the investor to perform US work; describe any intended setup activities separately. The investor must intend to depart when E status ends. Canadian citizens generally require an E visa for this route, so formation of a US entity does not permit reliance on TN’s visa exemption.
Develop and direct means control, not merely majority
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. A scaffolding services company whose profit covers only the investor's household, with no other employees and no documented growth plan, looks on paper like exactly the kind of marginal enterprise the requirement exists to screen out. Deposits held in an escrow that releases only on approval of a visa application are a familiar structure, and an escrow conditioned on the immigration outcome is generally acceptable, whereas money simply sitting in an account under the buyer's control is not. Substantiality is measured in proportion to the total cost of purchasing an established enterprise or of creating a viable new one, so a modest sum can be substantial for a small operation and a large sum insufficient for a capital-heavy one. The usual approach is an escrow that releases to the seller on visa issuance and returns to the buyer if the visa is refused; this is accepted as irrevocable commitment when the only condition is the visa. Maintenance contracts that can be cancelled on notice when the company changes hands are worth less than the seller's revenue summary suggests, and the projections that support the enterprise being more than marginal depend on them. List every current and proposed owner, their citizenship, and their exact percentage, then confirm that treaty nationals of the same treaty country would still hold at least fifty percent of the United States enterprise after the new subscription closes. 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 2026-09-08. This guide covers a preparation focus; it is not an individual eligibility assessment.