IN THIS GUIDE · A buyer whose vendor wants to finance the sale and whose partner wants half the shares
Start with the E-2 eligibility and application overview
Nationality has to run through the ownership, not just the passport
A treaty investment requires that the investor hold the nationality of a treaty country, and that the enterprise itself be at least fifty percent owned by nationals of that same country. Canada is a treaty country, so Corinne's own position is straightforward. The company's is not, and it is the company's ownership that the proposed fifty-fifty split threatens. If the American manager takes half the shares, Canadian nationals no longer hold more than half, and the enterprise stops qualifying regardless of how much Corinne has invested. The point is worth raising at the term-sheet stage rather than after solicitors have drafted, because it is a straightforward number to fix in advance and a bitter conversation to have later.
Vendor financing and the meaning of capital at risk
The funds must be irrevocably committed and genuinely at risk of partial or total loss if the business fails. Money still sitting in an account, or held on terms that return it if a visa is refused, is not committed. A vendor note is where this gets technical. Borrowing secured only by the assets of the business being purchased does not ordinarily count as the investor's own capital at risk, because the personal exposure is limited to what has actually been put in. Borrowing secured against Corinne's own assets, such as equity in property or equipment she already owns, is treated differently, since she is personally liable whatever happens to the plant. The structure of the note therefore changes the size of the qualifying investment, and it should be designed with that in mind.
Substantial means proportionate, and the denominator matters
There is no published minimum. The investment is weighed against the cost of purchasing an established enterprise of this kind or of establishing a comparable one from nothing, so a modest amount can be substantial for a small operating business while a much larger sum could be inadequate for a capital-intensive one. That proportionality argument has to be built from evidence rather than asserted: an independent valuation, the vendor's filed statements, quotations for the equipment that would be needed to build the same capacity new, and a clear account of what the purchase price actually buys. Working capital committed for the first operating period counts toward the picture and is often left out of the calculation by buyers who think only of the purchase price.
Marginality asks who the business supports besides the investor
The enterprise must be real and operating, and it must not exist merely to provide a living for the investor and her family. A plant with two employees whose margin covers little more than Corinne's own household would be marginal as it stands. The answer is either present capacity or a documented plan showing the business will generate significantly more than a minimal living, or make a significant economic contribution, within a reasonable period, ordinarily understood as about five years. That means a business plan with staffing by role and month, contracted or realistically forecast volumes, and the reasoning behind them. Historical statements from the vendor are more persuasive than projections, and a plan that assumes a doubling of output without saying where the fibre supply comes from will be read sceptically.
Develop and direct, and what the category will never give her
The investor must be coming to develop and direct the enterprise, ordinarily evidenced by holding at least half the ownership or by other operational control such as a managerial position or a legally recognised device giving control. This is a second and independent reason to resist the equal split: it leaves nobody in control. If the manager's contribution genuinely warrants half the equity, alternatives exist, including a smaller share with generous profit participation, options that vest later, or a shareholders agreement giving Corinne casting control. Two further facts belong in her planning. A treaty investment can be extended indefinitely while the business qualifies, but it leads nowhere by itself: there is no direct route from it to permanent residence, and any immigrant plan has to be built separately. Her spouse, meanwhile, would be employment-authorized incident to status.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.