IN THIS GUIDE · Reviewing shareholder veto rights and genuine E-2 direction
Start with the E-2 eligibility and application overview
Separate ownership percentages from decision rights
Map the shares and nationality of each owner, then examine voting rules, reserved matters and delegated authority. E-2 enterprise nationality and the investor’s ability to direct are related but distinct inquiries. A percentage on a capitalization table does not fully explain a governance agreement that restricts how management acts.
Identify the decisions that require consent
List routine purchases, hiring, customer contracts, borrowing and major strategic changes. Review which need another shareholder’s consent and what happens if consent is withheld. Obtain advice on the actual provisions. Do not assume that every protective veto defeats E-2, or that calling a veto customary removes the need to assess its effect.
Make the business plan reflect the workable arrangement
If the plan assumes rapid hiring and supplier decisions, explain how those actions are approved. Resolve inconsistencies between the forecast, manager titles and executed agreements. The investor must genuinely develop and direct the enterprise; a polished management narrative cannot create authority that the governing documents and actual practice do not provide. Hypothetical example: an investor opens an underwater-camera housing workshop, but a co-owner approves every supplier contract and hire. The review uses the agreement, minutes, bank authority, and forecast. The decision is whether the investor directs the enterprise in practice or governance prevents the proposed work.
Assess the funding and operating consequences
Deadlock may affect the timing of capital calls, spending and business readiness. Review the applicant’s lawful committed investment, substantiality relative to the enterprise and credible non-marginal capacity. A carefully drafted agreement helps explain the business but does not itself establish treaty nationality, adequate investment or every other eligibility element. Use the signed governance records, not an informal understanding, to test daily authority. If a proposed change will solve a control problem, it must be completed and documented before the case relies on it.
Show funds for what is actually committed
Substantial capital is judged in proportion to the total cost of establishing this particular enterprise, not against a benchmark borrowed from another industry. E-2 requires a real nonmarginal enterprise, exceeding minimal investor-family support or meeting the applicable significant economic-contribution standard; there is no ten-job quota. Funds become committed when they are paid to the seller, spent on equipment, or placed in an escrow that releases to the seller on visa issuance and returns to the buyer only if the visa is refused. If part of the price is seller-financed, only the portion actually paid and any indebtedness secured by the buyers’ personal assets counts; a loan secured on the business itself does not. For E-2, the funds must be committed irrevocably and exposed to commercial risk; an amount that remains freely recoverable normally does not perform the same function.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.