IN THIS GUIDE · An investor plans to sell part of their ownership after approval; testing control and treaty ownership before signing
Start with the E-2 eligibility and application overview
Map ownership before and after the proposed sale
Write down who owns the U.S. enterprise today, in what percentages, and who would own it after the proposed sale. Include options, convertible instruments, and any voting arrangement that differs from the share register. A buyer taking a minority stake can still shift control through board seats or veto rights. The reviewer needs the intended end state, not only the current one, because the E-2 assessment follows the facts that will exist when the case is decided. Use the share register, executed agreements, and governance documents rather than a verbal account of the deal. The reader must decide whether to pause the transaction, revise its terms, or obtain route-specific advice before a change creates a fact the case cannot support.
Test the fifty percent treaty ownership line
E-2 classification depends on the nationality of the owners: at least 50 percent of the enterprise must be held by nationals of the treaty country whose nationality supports the case. Ask who the buyer is, what citizenship they hold, and whether any holding company sits in between. If the sale would move ownership below that line, the transaction and the immigration plan conflict, and counsel should resolve the conflict before signatures rather than afterwards.
Keep develop and direct real after closing
The investor must genuinely develop and direct the enterprise. A reduced percentage can still be consistent with that requirement in some structures, but management agreements, drag-along clauses, or a buyer's approval rights over hiring and spending may not be. Read the proposed documents for who actually decides. Owning shares is not, by itself, authorization to perform work in the United States, so the operational role also has to be described honestly.
Sequence the deal against the immigration record
Decide what happens first. If the sale is only contemplated, say so plainly rather than presenting a settled structure that will change. If it is committed, the reviewer needs the agreement terms, closing conditions, and the treatment of any escrowed funds. Later changes in ownership can matter at extension or at a new visa application, since the facts are examined again. Keep the file's account of ownership current as the deal moves. Review any required approval, notification or new filing before implementing a substantive change; waiting until renewal is not automatically sufficient.
Keep escrow and holdback terms under review
The real operating enterprise must satisfy the nonmarginality standard, including the applicable capacity for more than a minimal living or a significant economic contribution. Review actual financing and escrow terms, including potentially qualifying visa-contingent escrow and the distinction between personal financing and enterprise-asset-secured debt.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.