Read the general investor planning overview
Hypothetical example: a Guelph/Eramosa nursery owner buying a US garden centre has a term sheet with a small cash payment, a seller note secured on the business, and a US friend taking half the shares. The E-2 case needs work because the structure leaves little qualifying capital at risk, the fifty-fifty governance terms must preserve the Canadian investor's full management rights, and nothing is yet committed. Restructuring before signing is far cheaper than rebuilding the deal after a consular refusal.
Count only what the investor can lose
Treaty-investor capital must be irrevocably committed and subject to loss. Cash paid at closing counts. Borrowing secured by the investor's personal assets, such as a mortgage on his Canadian property, counts because he bears the loss. Borrowing secured by the assets of the business being bought, which is what the seller note is, does not count. Inventory and equipment taken over from the seller count at their value only to the extent the investor has actually paid for them. Run the numbers under this rule and compare the result with the total purchase price; if the qualifying capital is a small fraction, the substantiality test is at risk and the financing should be reworked toward personal funds before anything is signed.
Commit without losing everything if the visa is refused
The investment must be committed, but consular officers accept an escrow arrangement in which the purchase funds are deposited under an agreement that releases them to the seller on issuance of the visa and returns them to the buyer if it is refused. That single condition is the bridge between a Canadian bank account and a committed investment. It should be the only condition on release; escrow terms that let the buyer withdraw for other reasons undermine the irrevocability the category requires. The purchase agreement should reference the escrow and set the closing on visa issuance rather than on a calendar date. Fund the escrow from accounts whose statements trace back to the nursery's own earnings or a documented personal loan.
Own enough, and prove who decides
At least fifty percent of the enterprise must be owned by Canadian nationals, and the investor must develop and direct it. A US friend holding half the shares leaves Canadian ownership at exactly fifty percent, which meets the nationality threshold. In a two-party equal venture, control may also be established through negative control when each party has full management rights and responsibilities, so a casting vote is not invariably required. Document the Canadian investor's operational role and ensure the agreement does not remove those rights. Also confirm the business will not be marginal: the seller's returns and payroll should show it supports employees beyond the investor's family. Prepare the business plan, source-of-funds trail and consular forms together so that they describe the same deal.
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: 2026-09-07. General preparation guidance, not an individual assessment.