Read the general investor planning overview
A partner’s exit can change enterprise nationality and operating authority even when the business keeps its name.
Prepare a before-and-after ownership table
Set the ownership out twice — as it was and as it is — with effective dates, each owner named, each owner’s nationality, the percentage held and the votes attaching to it. Where an owner is itself a company, keep tracing until you reach individuals, since it is their nationality that counts and not the place where the holding entity was formed. The enterprise qualifies as a treaty business only where treaty-country nationals own fifty percent or more of it, and the applicant must separately hold that nationality personally. Incorporating in a U.S. state does the opposite of helping on this point: it establishes nothing about nationality, and a company formed abroad may still fail if its beneficial owners lack the treaty nationality. Note options, convertible instruments and any right of first refusal, because a percentage that is accurate today can be contingent on paper.
Read the control and capital documents together
Control and capital have to be read from the same set of papers. Development and direction is established by a controlling interest — ordinarily fifty percent — or by demonstrable operational control, so the shareholders’ agreement, the voting thresholds, any unanimous-consent list and the composition of the board matter as much as the share register. Read those alongside the source-of-funds record and the payment trail. On financing, the security is what decides the point: money borrowed against the enterprise’s own assets is not the investor’s capital at risk, even where personal assets are pledged as well, while borrowing secured only on the applicant’s personal property, or unsecured personal borrowing, may qualify if the other investment conditions hold. A buy-out changes both sides of this at once. The price paid to a departing partner is a purchase of shares, and whether any of it reaches the enterprise as new capital depends on whether the company or the remaining owner is the buyer — a distinction a single wire transfer will not explain by itself.
Recheck the business after the transaction
Re-run the full test on the business as it stands after closing, not as it stood when the plan was written. Both the individual and the business must be treaty-national: the applicant personally, and the enterprise through owners who are treaty-country nationals holding fifty percent or more. Funds must come from a lawful source, be committed beyond recall, stand at genuine risk, and be substantial measured against the price of this enterprise; there is no published threshold. The applicant must also develop and direct the enterprise, ordinarily by holding at least half of it or by demonstrating actual operational control. The business must be real and operating rather than marginal: it must do more than provide a bare living for the applicant and dependants — otherwise it must contribute significantly to the economy — with a projected capacity generally reached inside five years of ordinary business operation. The case still needs an intent to depart once E-2 status is over. Hypothetical example: a Morinville co-owner buys out a partner who is a national of a non-treaty country, taking the treaty-national holding from forty-five percent to seventy. The enterprise may qualify from the closing date forward, but the file needs the executed transfer, the consideration paid and the amended register, because an operating agreement that was accurate last year describes a company that no longer exists.
What else is on your mind?
Is there one minimum investment that guarantees E-2 eligibility?Is holding money or owning an asset enough for E-2?Editorial source review: 2026-09-08. General preparation guidance, not an individual assessment.