IN THIS GUIDE · Defining seller transition support without surrendering E-2 direction
Start with the E-2 eligibility and application overview
Specify the seller’s actual remaining tasks
List training, introductions, technical assistance and any continuing operational work separately. A vague promise that the seller will handle everything makes it difficult to understand the buyer’s role. Ask the parties to describe decisions in plain language: who approves spending, changes pricing, signs contracts and directs staff after the sale. Hypothetical example: a paper-conservation studio is purchased with the former owner retained for introductions and short-term training. The buyer must decide whether the contract leaves the buyer with actual authority over budgets, services and staff. The purchase agreement, consulting scope and post-closing decision records answer that question.
Show the investor’s genuine authority
E-2 requires the investor to develop and direct the enterprise. Experienced support does not automatically defeat that requirement, but a nominal owner cannot rely on a title while someone else retains the real authority. Compare the consulting contract, ownership documents and actual plan for management. Identify conflicts before presenting the proposed arrangement. Reconcile the owner’s authority across the company agreement, bank mandate and operating plan before describing who directs the enterprise.
Plan for the consultant’s departure
The operating plan should explain what happens when transition support ends. Consider training completion, customer handoffs and any replacement staffing needed. Assess the business’s economic capacity using realistic costs rather than assuming the seller continues unpaid indefinitely. The enterprise must satisfy non-marginality through the applicable income-capacity or significant-economic-contribution basis. A costed forecast, customer pipeline and staffing plan are the records that test whether the business can avoid marginality.
Separate the consulting payment from the purchase price
Explain each obligation, when it is payable and what service or asset the business receives. Preserve the lawful source and transfer trail for the investor’s funding. Review substantiality and capital commitment on the actual transaction rather than automatically counting every future consulting payment. Treaty nationality and qualifying ownership remain separate parts of the E-2 assessment. Trace each committed payment to its agreement and receipt, then distinguish it from funds that remain subject to a condition.
Develop and direct means control, not merely majority
Substantiality is judged against the cost of the particular United States enterprise; there is no universal minimum figure and no ten-job rule. A treaty enterprise must be at least fifty per cent owned by nationals of the treaty country, and Canada is a treaty country for this purpose. The applicant must develop and direct the enterprise, which is ordinarily demonstrated by owning at least fifty per cent or by holding operational control through a managerial position or other device. Funds paid into escrow that releases on visa approval, equipment purchased, a lease signed and deposits paid, a franchise fee remitted: these are commitments at risk. Examine actual working-capital, supplier and visa-contingent escrow terms; debt secured by enterprise assets is different from qualifying personal financing.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.