IN THIS GUIDE · An acquisition whose noncompete scope is unclear, checked commercially before it is counted as protected revenue
Start with the E-2 eligibility and application overview
Map what the clause actually restricts
Ask the commercial lawyer to isolate four variables: which activities are restricted, over what territory, for how long, and who is bound — the seller personally, related entities, or departing staff. Enforceability turns on the law where the business operates and on the specific wording, so a general opinion is not enough. Ambiguity is a negotiating point to resolve before closing; an immigration filing cannot cure it. Obtain the executed wording and any side agreements before treating customer restrictions as value. The review should identify whether a breach remedy, assignment condition or jurisdictional limitation could materially change the forecast. The buyer can then decide whether to renegotiate protection or model the enterprise without the assumed restriction.
Keep projections honest about protection
Financial projections that assume the seller can never reopen nearby are assumptions, not protections. Non-marginality may be shown by present or future capacity to produce more than a minimal living for your family, or by significant economic contribution; there is no universal ten-job rule. Prepare a forecast that still holds if the restriction proves narrower, and say plainly which revenue depends on retained customers. Use an opening balance sheet and a month-by-month cash forecast, with assumptions labeled by source. The first review should show which revenue is contracted, which is historical and which is only expected. That distinction supports a decision about whether the planned enterprise can be presented as non-marginal without turning a hopeful forecast into a fact.
Show the purchase money is committed and at risk
The E-2 review asks whether substantial capital, weighed against the cost of this enterprise, is genuinely committed and irrevocably at risk. Purchase agreements often park part of the price in escrow or hold it back against a breach of the covenant, and those terms need fact-specific review rather than a blanket label. Trace lawful original source and the full path of the funds; a balance statement alone will not carry it. Trace each transfer from its original lawful source through the account used for the transaction and identify every condition that could return the money. The amount is assessed in relation to this particular enterprise, not against a fixed universal figure. A documented path lets the applicant decide whether to close, amend the transaction, or wait for an unresolved funding condition.
Confirm nationality, ownership and your own role
Treaty nationality comes from citizenship, not from living in Québec, and treaty nationals must own at least half of the enterprise. You must genuinely develop and direct it; ownership by itself does not authorize you to perform work in the United States. Canadian citizens generally need an E visa. E-2 is a nonimmigrant category, so an intention to depart when status ends remains relevant. Read the share register and governing agreements alongside the job description. They should show both the required treaty-national ownership and the applicant’s practical power over its development and direction. If a co-owner, lender or management company controls the essential decisions, resolve that fact before relying on a nominal title.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.