IN THIS GUIDE · Show that a 60% owner will actually develop and direct a business whose founder is staying on
Start with the E-2 eligibility and application overview
Write the control into the shareholder agreement
Developing and directing is ordinarily shown by at least 50% ownership or by operational control through a managerial position or other corporate device. A 60% stake normally carries that control, but a shareholder agreement that gives the 40% founder veto rights over budgets, hiring, contracts and distributions can take it back. Read the draft agreement with the E-2 test in mind: reserved matters, board composition, casting votes and the founder's employment contract. The buyer should chair the board, approve the budget and be able to replace the general manager. Describe the buyer's actual role, not just the vote count.
Commit the capital before applying
Funds must be irrevocably committed and at risk. A purchase agreement with the price sitting in the buyer's account, or in an escrow that returns it if the visa is refused, is a plan rather than an investment. Escrow released on visa issuance is accepted in practice when the only remaining condition is the visa itself; escrow that also depends on financing, due diligence or the founder's consent is not. Trace the money from the sale of the Canadian division through the buyer's accounts to the seller or escrow agent, with lawful source at each step.
Prove the business is substantial and not marginal
Substantiality is proportional: the amount invested is compared with the cost of buying or establishing this coatings business. Buying a majority of an operating contractor with crews, equipment and contracts usually meets the test when the full price is paid. Nonmarginality is shown by the company's existing payroll and by projections that it will do more than support the buyer's family. Use the contractor's actual financial statements and a projection tied to its backlog, not to the buyer's Canadian revenues.
Apply through the consulate
Canadian citizens do not receive E-2 at the port of entry; the application is made at a U.S. consulate with the E-2 questionnaire and evidence, or by change of status inside the United States through Form I-129. The E-2 spouse is employment-authorized incident to status; children may study only. E-2 has no direct path to permanent residence, so if the buyer's long-term aim is residence, plan a separate route.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.