IN THIS GUIDE · A share option offered with a TN role, and what to disclose and assess before exercising it
Start with the TN eligibility and application overview
Separate what the option grants today from what it could grant later
Separate shares already owned from contractual options and any other present rights. Record when rights vest, when exercise is allowed and what ownership would follow an exercise. Ask counsel to assess the complete current and proposed arrangement rather than treating an unexercised option as the whole ownership picture.
Collect the grant documents rather than the offer summary
Recruiting emails describe equity loosely. Ask for the option agreement, the plan document it sits under, the current capitalization table or a summary of outstanding shares, and any shareholders' agreement that governs voting. These say who can direct the company after exercise, which a percentage alone does not. If the employer treats these as confidential, ask what can be shared with counsel under the existing offer terms rather than proceeding on a verbal description.
Test for control, not only for percentage
Sole or controlling ownership of the US entity receiving the professional services is deemed prohibited self-employment for TN; adding a supervisor does not cure that ownership. Review current voting and ownership rights and the position after any proposed exercise or transaction. Vesting of an option is not automatically acquisition of its underlying shares.
Time the exercise decision alongside the TN timeline
Review the grant, vesting conditions, exercise rights and expiry separately. Vesting and exercising are different events; neither should be assumed to occur on the other’s date. Obtain immigration, corporate or tax advice as appropriate before an ownership change, and describe the actual present arrangement accurately in the TN materials. A printed vesting schedule is not a substitute for a control assessment.
An option is a contract right, not a share in the company
An option and a shareholding are different legal objects, and only one of them appears in the share register. The option is a promise recorded in a contract: it gives its holder a right to buy on stated terms, it binds the company, and it carries no vote until it is exercised and shares are issued. Ownership shows up elsewhere — on the register and in the capitalization table, as issued shares attached to a named holder. When the TN analysis asks who owns and controls the US entity receiving the professional services, that register entry is the record which answers it, not the grant letter and not the way recruiting material describes the role. Establish what the applicant holds today, then ask what the same register would show after an exercise.
An equity package can turn a job offer into a services contract
Employment and an independent services engagement can carry identical duties and very different consequences here. TN covers prearranged professional employment in a listed occupation and does not permit the professional to be self-employed, so the distinguishing features are worth naming: who directs the work, who bears the business risk, whether the person invoices the company or sits on its payroll, and whether the arrangement is drafted as a contract for services or as a contract of employment. Equity often arrives bundled with a consulting agreement because that is the simpler document for a company to sign. Read both together. Hypothetical example: a horticulturist is offered a greenhouse production role with an option grant and an independent contractor agreement instead of an employment contract; the equity is modest, but the contracting structure is what has to be resolved before anything is presented.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.