IN THIS GUIDE · Evaluate terminal financing as a real transaction
Start with the E-2 eligibility and application overview
Follow the signed obligations
Distinguish the term sheet, definitive agreement, actual payments and amounts still contingent. Explain who bears risk and when conditions permit funds to be returned. A vendor note is an obligation with its own terms, not proof that the entire purchase price has already been invested.
Establish the nationality and directing role
At least 50% of the enterprise must be owned by nationals of the relevant treaty country, and the applicant must develop and direct it. Trace retained seller shares and family ownership accurately. Residence in Canada, a shared surname or an informal promise to manage does not establish these conditions. The applicant must hold the relevant treaty nationality, and generally at least 50% of the enterprise must be owned by nationals of that treaty country. Development and direction may be established through 50% ownership or operational control through a managerial position or other corporate device. Future nonmarginal capacity should generally be realizable within five years of normal business activity.
Explain the capital rather than only its total
Substantial capital must qualify as at risk, with a lawful source and documented transfer path. Review the collateral and repayment provisions: enterprise-asset-secured financing is not treated identically to every personally supported source of funds. There is no universal minimum E-2 dollar amount, and unpaid seller-financed sums are not automatically cash contributed by the buyer. Borrowing secured by the enterprise’s assets is not qualifying investment on that basis. Personal unsecured borrowing or borrowing secured by the investor’s own non-enterprise assets may qualify; enterprise-asset security excludes the debt even when personal collateral also secures it.
Assess the terminal’s actual business capacity
Document operations and the nonmarginality standard, including more than minimal living support for the investor and family or significant economic contribution under the applicable rules. E-2 does not impose the EB-5 ten-job test. An operating terminal still requires evidence about this purchase and the investor’s proposed direction; Canadian citizens generally need an E visa for E-2 entry. The applicant must intend to depart when E status ends.
Measure substantiality against this business, not a fixed number
Substantiality is judged in proportion to the cost of acquiring or establishing this particular enterprise, not against a fixed number, so the purchase price and asset base matter more than any general figure. Funds paid into escrow that releases on visa approval, equipment purchased, a lease signed and deposits paid, a franchise fee remitted: these are commitments at risk. The usual approach is an escrow that releases to the seller on visa issuance and returns to the buyer if the visa is refused; this is accepted as irrevocable commitment when the only condition is the visa. Maintenance contracts that can be cancelled on notice when the company changes hands are worth less than the seller's revenue summary suggests, and the projections that support the enterprise being more than marginal depend on them. Marginality asks whether the business will produce more than a minimal living for the investors, which an existing payroll of employees and a history of profit ordinarily answers. The capital must be irrevocably committed and exposed to loss; a refundable reservation or a seller's unrestricted cancellation right may therefore need closer analysis.
Sources reviewed 2026-09-07. This guide covers a preparation focus; it is not an individual eligibility assessment.