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POINTE-CLAIRE · FUNDS AND COMMITMENTS

Separating capital already committed from a partner's promised tranche

USAvisa field guide · 2 minute read Reviewed 7 September 2026

Read the general investor planning overview

THE SHORT ANSWER

A partner who intends to invest later is not the same fact as capital already placed at risk. Two records are needed: what the applicant has actually committed and owns today, and what the proposed future funding would change. Keep them apart, because the second one moves ownership percentages, and those percentages form part of how the enterprise itself is assessed.

01

State today's position with documents

Set out the current share register or membership interests, the amounts each person has paid, the dates of each payment, and the accounts the money came from and went to. Identify which funds are irrevocably committed to the enterprise and no longer available for other purposes, and which remain in an account the applicant controls. Attach the lawful source records for each contribution. This is the picture as it stands; identify a signed future commitment separately, with its actual terms, rather than describing it as capital already paid.

02

Read the promise as a document

Ask what form the promise takes — a term sheet, a subscription agreement, a loan commitment, a conversation — and what conditions attach to it. Note what happens if it is not honoured, and who would be expected to fund the shortfall. No formula converts a promised amount into a qualifying investment. Substantiality is assessed in relation to the enterprise, the investment must be at risk, and the business must be a real operating enterprise that is not marginal, which includes the capacity to make a significant economic contribution.

03

Model what dilution would do to ownership and control

Hypothetical example: an applicant in Pointe-Claire holds all the shares now, and a partner based in another country is to take a substantial stake once a second tranche is paid. Two things move at once. Ownership percentages determine whether the enterprise still carries the required treaty nationality, and the applicant's ability to develop and direct the business may look different afterwards. Distinguish a majority holding from control: voting arrangements, board seats and a shareholder agreement can place control somewhere other than where the percentage suggests. Prepare both versions of the ownership table, with the shareholder agreement, and ask which one the assessment would be made against.

SOURCE NOTES

Editorial source review: 2026-09-07. General preparation guidance, not an individual assessment.

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