IN THIS GUIDE · Treaty nationality traced through a holding company
Start with the E-2 eligibility and application overview
Nationality is traced to individuals, not stopped at a company
An enterprise qualifies as a treaty investor enterprise where at least fifty percent is owned by nationals of the treaty country. Where the immediate owner is itself a corporation, the analysis does not stop there: ownership is traced through the corporate layers to the individuals who ultimately hold it, and their nationality is what counts. A Canadian holding company does not confer Canadian nationality on an enterprise if the people behind it are citizens of somewhere else. For the Rondeaus the practical question is therefore who holds the shares of the holding company, in what proportions, and what citizenship each of those people holds. Start with a nationality diagram that lists every ultimate owner, citizenship, percentage and voting right. It should be refreshed before each material transaction, not just at initial filing. A side sale, a new shareholder or a redemption right can affect whether the enterprise continues to have the treaty nationality needed for the category.
Complex structures need a clean, documented chain
Family businesses accumulate structure over decades: a holding company, a family trust for estate planning, shares issued to a spouse for income-splitting, an estate freeze that created several classes of shares. Each of those arrangements has to be explained in the ownership chain, and some of them raise real questions — a discretionary trust, for example, requires a careful look at who is treated as the owner. None of this is necessarily fatal, but it means the ownership analysis is a piece of work rather than a form field, and it should be done before the acquisition is structured rather than after closing. The financial review should trace money from lawful source through transfer, escrow or purchase documents to an expenditure that cannot simply be recalled. Funds left under the investor’s unrestricted control normally do not show the necessary commitment. The transaction papers should explain what happens if the application is refused without disguising a refundable arrangement as a business risk.
Dual citizenship and permanent residence both matter here
Two individual facts commonly change the arithmetic. A shareholder who holds U.S. lawful permanent residence is generally not counted as a treaty national for these purposes, so a family member who obtained a green card years ago can affect whether the fifty percent threshold is met. And where an individual holds more than one citizenship, the treaty nationality claimed has to be the relevant one, which can require a deliberate choice supported by documents. Both facts should be established for every shareholder at the outset rather than surfacing during preparation. An operating plan needs enough substance to show who buys the product or service, what staff or suppliers are used, and why revenue is plausible. A business may begin small, but it cannot remain a paper vehicle or be structured to provide merely a living for the investor’s family. The decision-maker should test the plan against actual leases, customer demand and working-capital needs.
The remaining E-2 conditions apply to the acquired business
Ownership nationality is only the entry condition. The capital must be irrevocably committed and genuinely at risk, substantial in proportion to the cost of acquiring the business, and placed in a real, active operating enterprise rather than a passive holding. The business must not be marginal, meaning it must do more than provide a living for the investor and family. The investor must develop and direct the enterprise, ordinarily through majority ownership or operational control. E-2 offers no direct path to permanent residence, and a spouse accompanying an E-2 principal is employment-authorized incident to status under current policy. The investor must direct and develop the enterprise, normally through ownership or an effective managerial role. Funding must be meaningfully committed and subject to ordinary commercial loss, and the operation must not be marginal. Those conditions continue at renewal, so quarterly records of sales, payroll, ownership and the investor’s role are more valuable than a last-minute reconstruction.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.