IN THIS GUIDE · Explain advance orders without treating every forecast as invested capital
Start with the E-2 eligibility and application overview
Identify the real status of customer commitments
Hypothetical example: a startup has expressions of interest and some genuine orders. Distinguish those records and explain delivery or refund obligations. Do not present every potential sale as current available capital.
Preserve the investment conditions
The principal needs treaty nationality and development and direction, with generally at least 50% relevant treaty-national enterprise ownership. Capital must be lawful, substantial, at risk and sufficiently committed. There is no universal fixed E-2 minimum.
Assess the operating account realistically
A real nonmarginal enterprise needs capacity beyond minimal living for the investor and family or significant economic contribution. Explain actual costs, resources and assumptions rather than relying on demand alone. Orders do not automatically establish the entire enterprise test.
Review source and transaction terms
Identify lawful source and path and actual financing security. Enterprise-secured debt is not qualifying capital; other borrowing needs its own assessment. Properly structured visa-contingent escrow may be relevant, while unrestricted reserves do not automatically count as investment. Personally unsecured borrowing or borrowing secured solely by non-enterprise personal assets may count under its actual terms. Debt secured by enterprise assets is excluded even when personal assets also secure it.
Explain enterprise nationality and nonmarginality precisely
Enterprise nationality generally requires at least 50% ownership by nationals of the relevant treaty country. The investor must develop and direct the business through at least 50% ownership or other qualifying operational control. If nonmarginality rests on future capacity, that capacity generally must be realizable within five years after normal business activity begins. The investor must intend to depart when E status ends; Canadian citizens generally need an E visa.
Trace the investor’s nationality, capital and control
Funds must be irrevocably committed to the enterprise and subject to partial or total loss if it fails. Substantiality is judged in proportion to the enterprise, and no universal dollar minimum exists, so the honest starting point is what capital is genuinely available and lawfully sourced. Owning the company does not by itself permit the investor to perform work in the United States; the E-2 role is to develop and direct the enterprise, and lawful status governs what any person may do. An E-2 preparation file should describe the enterprise the buyer would actually own and operate after closing, not assume every revenue relationship transfers with the assets. Deposits held in an escrow that releases only on approval of a visa application are a familiar structure, and an escrow conditioned on the immigration outcome is generally acceptable, whereas money simply sitting in an account under the buyer's control is not. Treaty nationality: whose passports, and does the ownership meet the applicable at-least-fifty-percent threshold. Sequence ownership and spending evidence carefully: confirm treaty nationality, document qualifying ownership, trace funds, then show the investor’s role in directing and developing the operation. Check treaty nationality, ownership and the enterprise’s non-marginal capacity alongside the rights issue rather than treating one successful negotiation as complete E-2 eligibility.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.