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A financing round closes after the first draft of an E-2 file, and the founder's percentage falls. Dilution does not automatically end the analysis, and the percentages are not irrelevant either. The nationality of the enterprise, the applicant's ability to develop and direct it, and the investment itself all have to be reassessed against the closing documents rather than the earlier draft.
Redraw the ownership as of the closing date
Produce a holder-by-holder table before and after the round, showing each holder's nationality, the instrument held, the voting rights and the economic rights. Convertible instruments, options and preferred classes can separate votes from value, so record both columns rather than one. Treaty nationality of the enterprise is assessed through its ownership, which makes each new holder's nationality a fact to establish instead of assume. Ask what evidence exists behind every line: a share register, a subscription agreement or a closing certificate, not a summary slide prepared for the round.
Distinguish a controlling position from a majority
Majority ownership and control are not the same question, and a holding below fifty percent does not by itself disqualify an applicant. Control is fact-specific and depends on the rights actually created by the shareholders agreement, the voting arrangements and the composition of the board. Hypothetical example: a founder's stake moves from sixty-two percent to forty-eight percent, while a shareholders agreement gives that founder the right to appoint two of three directors. That agreement is evidence to be produced and read closely, not a detail to be mentioned in passing during a meeting.
Reassess the funds and the enterprise, not just the cap table
New money changes the investment record as well. For each contribution, show the lawful source, the path into the enterprise, and what makes the amount committed and at risk rather than merely pledged. Substantiality is assessed in relation to the enterprise, and the business must be a real operating enterprise that is not marginal, so revised budgets, staffing and customer commitments matter. There is no universal dollar figure that settles this. Ask which parts of the earlier draft are now out of date and which documents need accurate updates or new versions, retaining the originals and their actual dates.
The register, not the deck, is the record of ownership
What a first reading of a post-round file finds is a summary slide used as evidence of who owns what. The slide was prepared to close the round, and it rounds. The record that settles the ownership position is the share register as at the closing date, read with the executed subscription agreement and the shareholders agreement, because those three name each holder, the class held and the rights attached. Ask for certified copies rather than spreadsheet exports. State the condition they feed without shortcut: E-2 requires treaty nationality of the enterprise assessed through its ownership, an investment irrevocably committed and at risk, an enterprise that is not marginal, and an applicant who will develop and direct it. Hypothetical example: a reinsurance analytics company closes a round in which a new holder subscribes through a nominee, and the register shows the beneficial holder the slide omitted.
What else is on your mind?
Is there one minimum investment that guarantees E-2 eligibility?Is holding money or owning an asset enough for E-2?Editorial source review: 2026-09-07. General preparation guidance, not an individual assessment.