IN THIS GUIDE · Resolving conflicting English and French contract wording before an E-2 investment filing
Start with the E-2 eligibility and application overview
Record the discrepancy exactly as found
Ask the translator for a clause-by-clause list rather than a summary: purchase price, deposit treatment, escrow release triggers, ownership percentages, management authority, termination rights, and any governing-language clause. Note the page and paragraph for each difference. In a hypothetical example, the English text describes a deposit as forfeited while the French text allows its return if financing fails. That gap changes what the record shows about committed capital. The decision is not simply which wording sounds better in English. Determine whether the parties intended one version to prevail, whether the deal can be performed on that wording, and whether a signed amendment is needed before the investment is characterized.
Ownership and control language must match the claim
E-2 depends on the nationality of the investor and on treaty nationals holding at least fifty percent of the enterprise, together with genuine development and direction of the business. Canadian residence does not create treaty nationality; citizenship does. If one language version grants an outside manager control that the other version withholds, the contradiction reaches the develop-and-direct element directly, not merely the translation. Resolve it before describing your role in any submission. Trace nationality through the actual owners rather than assuming that Canadian residence answers the question. The ownership record, share register and governing documents should support the same control story, including any veto or removal power that limits practical direction.
Funds, escrow and revocation need fact-specific review
Capital must be genuinely committed and at risk in a real operating commercial enterprise in the United States. Conflicting escrow, refund or revocation conditions require fact-specific review; a refundable deposit is not automatically disqualifying, and it is not automatically qualifying either. Separately, evidence must show the lawful original source and the path of the funds. A balance shown on an account statement, without the movement behind it, establishes neither. Sequence the source-of-funds review from the original lawful event through each account, conversion and payment. Funds that remain freely withdrawable or are shielded from ordinary business loss may not establish the required investment exposure.
Resolve with the parties, then rebuild the packet
Have counsel identify whether the discrepancy is a translation error, a governing-language issue or a substantive contractual conflict. The solution may involve a corrected translation, clarification or an amendment requiring the appropriate parties’ consent; do not silently substitute a favorable sentence. Keep the original versions and the dated explanation. A corrected contract still needs to support the wider E-2 case, including substantiality and a non-marginal enterprise. Use a closing checklist that records the governing text, amendment date, money movement and operating consequence of each change. Only then should the application describe the investor’s direction and the non-marginal business plan; a favorable translation cannot cure an incomplete transaction.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.