IN THIS GUIDE · The partnership agreement decides control; the escrow decides whether funds are at risk
Start with the E-2 eligibility and application overview
Step one: draft the ownership and control clauses before anything else
For E-2 the enterprise must be at least fifty percent owned by Canadian nationals, so a fifty-fifty split meets the ownership threshold exactly and any dilution below it breaks the case. Control is separate: the investor must develop and direct the enterprise, which with equal ownership is shown by the operating agreement giving him operational control or by the two owners holding equal control with the buyer's E-2 status recognised. Write these clauses first, with the American partner's lawyer, and make sure the buyer's authority over hiring, pricing, equipment purchases and bank signatures is explicit. A vague agreement that leaves control to be worked out later is the most common defect.
Step two: put the price in escrow on visa-conditioned terms
Funds must be irrevocably committed but a buyer should not pay the partner before the visa exists. The accepted structure is an escrow that releases to the seller only upon issuance of the E-2 visa and returns to the buyer only if it is refused. Fund the escrow with money traced from its lawful source, whether the sale of Champlain equipment, retained earnings distributed from the Canadian company or personal savings, and keep the trace with the agreement. A refundable deposit at the buyer's discretion is not at risk; money that has left his control under an escrow is.
Step three: prove the enterprise is real and not marginal
The firm already operates, which helps: three years of its tax returns, its payroll showing crews employed, its equipment list with titles and any financing, its contracts in progress and its licences and bonding show a real business. Marginality asks whether it can provide more than a minimal living for the buyer's family, or make a significant economic contribution, now or within five years; an established firm with crews and contracts usually can. Substantiality compares the buyer's investment with the total cost of acquiring his half, and the file should present that comparison plainly.
Step four: apply with the agreement, the escrow and the trace as one package
The consular application should present the signed partnership agreement, the escrow instructions, the funds trace, the firm's financial records and a business plan describing the buyer's role. If the buyer's spouse will run the office, note that an E-2 spouse is employment-authorized incident to status; children may study but not work. Canadian citizens apply for the E-2 visa at a U.S. consulate; a change of status from within the United States through Form I-129 is possible but gives status without a visa for re-entry. E-2 is nonimmigrant status and provides no direct path to permanent residence. Interview wait times vary, so ask before the partner sets a closing deadline.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.