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MORINVILLE · E-2 FIELD GUIDE

Does registration of a U.S. company establish its E-2 treaty nationality?

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THE DIRECT ANSWER

No. Enterprise nationality depends on qualifying ownership, not simply the registration jurisdiction.

Trace the relevant owners

Prepare an ownership chain with nationality evidence and percentages. The enterprise generally needs at least 50% treaty-country ownership, while the applicant separately needs qualifying treaty nationality and development-and-direction capacity. A corporate address cannot answer those questions.

Negotiate a diligence window into the term sheet so the subscription can be reviewed before it becomes binding, and set explicit checkpoints inside it: documents received, nationality of ownership confirmed, control rights assessed, funding route agreed. The enterprise must be at least 50 percent owned by Canadian nationals and the investor must develop and direct it, so a 40 percent minority stake under a U.S. majority owner fails the ownership and control requirement before anything else is examined. An established business helps with the real-and-operating and non-marginal questions, but nationality, irrevocable commitment of funds, substantiality and the investor's ability to develop and direct still have to be shown on their own facts. Deposits already paid, equipment already bought and the lease already signed all count as committed; a balance sitting in a Canadian account does not.Set ownership out by nationality and percentage before incorporating or transferring shares.