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BOUCHERVILLE · E-2 FIELD GUIDE

How can veto rights change the investment and operating budget?

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THE DIRECT ANSWER

They may affect when capital is contributed, whether spending is approved and how the business funds a delay. Review the actual agreement and model its consequences rather than assuming every planned purchase can occur on schedule. The E-2 record should distinguish binding funding commitments from contributions that remain contingent on another approval.

Show who must authorize the next dollar of spending

For material startup costs, identify the funding source, required approval and contractual obligation. If a proposed capital call is not yet enforceable, do not present it as a completed contribution. Preserve the lawful source and transfer evidence for funds actually invested. Keep household reserves separate from amounts the company can presently use.

Payments irrevocably committed to the enterprise: the territory fee once non-refundable, the location lease and fit-out, software and equipment, non-refundable deposits and working capital placed in the business. The substantiality test compares the amount invested with the total cost of buying or establishing the enterprise, so a lower-priced business requires a higher proportion of the price to be invested. Future interest may be a legitimate forecast expense, but is not automatically invested capital; E-2 has no universal minimum reached by stacking projections. Where the buyers pay the full purchase price for the going concern, including equipment, inventory, vehicle fleet and goodwill, the investment is close to the total cost and comfortably substantial.