IN THIS GUIDE · A US partner contributed services instead of capital
Start with the E-2 eligibility and application overview
Map ownership before assigning value to services
List every owner, each owner's citizenship, and the percentage each one holds. At least 50% of the enterprise must be owned by nationals of the treaty country, and Canada is a treaty country, so treaty nationality follows citizenship rather than where anyone lives. A partner who contributed services may still hold real equity. Record how that equity was granted, vested, or promised, and by which document. Start with the current cap table and then reconcile it to incorporation records, share certificates, and any option or trust arrangement. This sequence reveals whether the stated ownership percentage gives the treaty nationals the required control in practice. If a planned transfer would change that result, decide before filing whether to complete it, document it, or assess a different route.
Identify whose capital is actually at risk
Nothing requires every owner to contribute cash. What matters for your case is the capital you committed, its substantiality relative to the cost of this enterprise, and whether it is genuinely irrevocably at risk. Trace lawful source and the full path of the funds; an account balance alone is not enough. Loans are not automatically disqualifying, but review what secures them and whose assets stand behind the collateral. Match every claimed investment item to a contract, invoice, wire record, and the source document for the money used. The crucial decision is whether an amount is already subject to real commercial loss or remains freely withdrawable. A refundable arrangement, an unissued quote, or debt secured by the enterprise may need different treatment, so do not place them in one undifferentiated investment total.
Write down what the service partner actually does
Describe the operating partner's tasks, hours, authority, and compensation, then compare that description with the operating agreement. Conflicts between a services agreement, an equity grant, and a shareholders' agreement need fact-specific legal review rather than a rule of thumb. If services were valued, say who valued them and on what basis. Documents can be supplemented later, so identify gaps now instead of abandoning the structure. Ask which document actually governs authority: a shareholders’ agreement, operating agreement, board resolution, or employment contract. A service provider can be important to operations without being the investor who develops and directs the venture. Where documents conflict, preserve the discrepancy and obtain advice before choosing a narrative; changing labels without resolving rights is a frequent source of error.
Show that you will develop and direct
E-2 asks whether the treaty investor will genuinely develop and direct the U.S. enterprise. Owning shares does not by itself demonstrate that, and it does not authorize you to perform work in the United States. Set out your decision rights, board or manager position, and the functions you will personally handle. Then show the enterprise's capacity to do more than provide a minimal living, through projections or economic contribution. Test the projections against signed orders, lease obligations, staffing needs, and a realistic opening timeline. The aim is not a preferred revenue figure but evidence that the enterprise can operate beyond the investor’s personal support. If the first year is thin, identify what evidence would make the forecast credible before spending further funds or selecting the filing sequence.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.