IN THIS GUIDE · A minority buy-in that fails the develop-and-direct requirement as drafted
Start with the E-2 eligibility and application overview
The first thing that goes wrong: nationality of the enterprise, not just the investor
People read the treaty requirement as being about the applicant and stop there. Canada is a treaty country and Jonas is a Canadian national, which settles only half of it. The enterprise itself must have the nationality of the treaty country, which ordinarily means that at least fifty percent of it is owned by nationals of that country. A forty-five percent stake with an American holding the majority leaves the business American for this purpose, and the application ends there. The seller's fifty-five percent cannot be counted toward the Canadian share on any reading, and no operating agreement changes the arithmetic of ownership.
The second: control described in a business plan rather than in the documents
Develop and direct is a separate requirement, ordinarily met through ownership of at least half the enterprise or through demonstrated operational control. Buyers frequently assume that being handed the field operations amounts to control. It does not, if the majority owner can replace him, override his decisions or sell the business without him. Where control rather than majority ownership is to carry the case, it has to live in the constating documents: voting rights, reserved matters, the power to appoint and remove management. A letter from the seller promising that Jonas will run things day to day is not the same instrument at all.
The third: money moved before the structure was fixed
Deals in this sector move quickly and deposits get paid on a handshake. Capital must be irrevocably committed and at risk, which pushes buyers to transfer money early, but paying a deposit under an agreement that cannot support the application wastes the commitment rather than proving it. The usual sequence is to renegotiate the ownership and control terms first, then sign a purchase agreement with funds held in escrow and released on approval, refundable only on refusal. Money borrowed against the assets of the U.S. business does not count as the investor's own capital at risk, however the loan is described.
The fourth: a plan that supports only the buyer and his household
The enterprise must be real, operating and non-marginal, which means it should do more than generate a living for the investor and immediate family. A forage-services company with employees, machinery and a customer list is unlikely to be marginal, but the case still has to show it with current payroll, headcount, contracts and a staffing plan for the work Jonas will add. Substantiality is judged in proportion to the total cost of acquiring the enterprise, not against a fixed dollar figure, and there is no universal minimum. The EB-5 ten-job rule has no application here and should never be imported into the analysis.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.