IN THIS GUIDE · Separating conditional distribution rights from a business that can actually operate
Start with the E-2 eligibility and application overview
Read what the vendor has actually granted
Set out the current agreement in plain terms: territory, term, minimum purchase obligations, the milestone that triggers exclusivity, and what happens if it is missed. A promise of future exclusivity is not the same as rights held today. The enterprise that matters for E-2 is the U.S. business the applicant is building, not the supplier relationship, so describe how the company would sell, deliver and support the product without exclusivity. Hypothetical example: A commercial-window-film installation company has a supplier quotation but no signed territorial agreement. The owner must decide whether the existing service plan can support the case independently, instead of presenting an unsigned expansion as current rights.
Build a plan the business can run on now
If exclusivity depends on volume, the plan must explain how that volume is reached under the terms applying before the milestone. Identify the premises, staff, inventory, logistics and customer pipeline. A prelaunch enterprise can qualify where commitments are credible, so signed leases, purchase orders, licences and hiring offers carry weight; the law does not universally require first sales or equipment already used in production. Separate the evidence of present operations from the evidence of anticipated exclusivity. A dated launch calendar, customer outreach record, and supply terms can test whether the business plan works before the hoped-for milestone.
Show capital committed and at risk
Substantial capital is judged against the cost of this enterprise; there is no universal minimum and no ten-job requirement. Inventory purchases, deposits and fit-out spending should be examined on their actual contract terms, since refund, escrow and revocation clauses differ. Loans are not disqualifying, but collateral matters. Prove the lawful origin of the money and the path it travelled; a bank balance by itself answers neither question. Trace each dollar from lawful source through transfer, payment instruction, and the recipient’s record. The point is not simply that money left an account, but whether the applicant has placed it beyond easy recovery for the enterprise.
Test non-marginality against the conditional terms
Non-marginality can be shown by present or future capacity to produce more than a minimal living for the investor and family, or by a significant economic contribution. Build the projection on the margin available under the non-exclusive terms, then treat exclusivity as upside rather than foundation. Also confirm nationality: Canada is a treaty country, and eligibility follows citizenship plus at least 50 percent treaty ownership of the enterprise, not Canadian residence. Stress-test the projection with the non-exclusive price, costs, and sales assumptions. If the result depends on an unearned right or an unexplained sales jump, that is a planning issue to resolve before it becomes an evidentiary inconsistency.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.