IN THIS GUIDE · Trace treaty nationality and control through a holding company before the E-2 interview
Start with the E-2 eligibility and application overview
Nationality is traced through every layer of ownership
An E-2 enterprise must be at least 50 percent owned by nationals of the treaty country, and where the owner is a company, the consular officer looks through it to the natural persons who own that company. A Canadian holding company owned entirely by the contractor passes Canadian nationality down to the U.S. corporation. If the holding company has other shareholders, their nationalities count in proportion. With the U.S. friend holding 30 percent, the enterprise remains 70 percent Canadian-owned, which satisfies the rule, but the friend’s stake must not rise to half. The file should present a chart from the contractor down to the U.S. entity with the share register of each company attached, and the passports of every natural person in the chain.
Develop and direct means control, not merely majority
The investor must be in a position to develop and direct the enterprise. Ordinarily that is shown by owning at least half of it or by possessing operational control through a managerial position or other corporate device. Owning 70 percent through the holding company satisfies the ownership half of the test, but the shareholders’ agreement must not hand the U.S. friend veto rights over budgets, hiring or strategy that would strip the contractor of control. Splitting time between Val-des-Monts and the U.S. business is possible, but the officer will ask who runs the U.S. company on the days he is away; the answer should be a manager who reports to him, with his own authority documented in the bylaws and the agreement.
The investment must be his, committed and substantial
The capital must be the investor’s own or borrowed on his personal credit, placed irrevocably at risk in the enterprise. Funds sent from the holding company are acceptable where the contractor owns the holding company, but the trail must show the money originating with him or his company’s retained earnings and moving into the U.S. corporation’s account, then into equipment, a yard lease, licences and working capital. Substantiality is proportional to the cost of setting up a septic-installation business: excavators, a vacuum truck, trenchers and a lease are the bulk of it, and buying rather than leasing the core equipment makes the invested amount both larger and more clearly committed. A mere transfer to a U.S. bank account, unspent, is not an investment.
Questions to settle with the accountant and the lawyer first
Ask the accountant whether the holding-company structure changes the source-of-funds trail, and obtain the holding company’s financial statements and share register. Ask the lawyer to draft the shareholders’ agreement so that the U.S. partner’s 30 percent carries no control rights beyond ordinary minority protections, and to confirm the state licensing rules that motivated the partner’s stake, because a licensed U.S. contractor can often be employed rather than made a shareholder. Ask both whether the enterprise will be real and operating by the interview date: a signed yard lease, purchased equipment, a state contractor’s registration and a first customer contract answer marginality better than projections.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.