The enterprise for E-2 purposes is the actual U.S. business the investor develops and directs; a Canadian purchaser's home side of the National Capital Region, whether the investor lives in Ottawa or commutes from Gatineau, does not itself change that analysis. What does matter is identifying precisely which entity or entities the investor will own and control on the U.S. side, especially if the acquisition involves a holding structure that also touches a Quebec-registered corporation.
Trace the corporate structure across every jurisdiction it actually spans
Diagram each entity involved in the transaction, including any Quebec-incorporated parent, holding company or licensing arrangement connected to the U.S. business, and identify which entity the investor will actually develop and direct. Confirm which jurisdiction's corporate records govern each ownership interest, since a Quebec extra-provincial registration or a bilingual constating document does not substitute for the U.S. enterprise's own formation and operating records. Ask how the reviewing officer will read a multi-entity structure before assuming that a single share certificate answers the ownership and control question.
Identify nationality and ownership before analyzing the acquisition. Both investor and enterprise must have treaty nationality; for Canada, that means citizenship, not permanent residence. Treaty nationals must own at least 50 percent of the enterprise. The investor must develop and direct it through 50 percent ownership or operational control. Substantiality is measured proportionally, without a fixed minimum, and capital must be irrevocably committed and at risk. A new enterprise can qualify if it will become real and active; existing operations are unnecessary. The standard mistake is letting a Canadian holding company’s incorporation substitute for its owners’ nationality.
Hypothetical example: an Ottawa educational publisher proposes using a Quebec holding corporation to acquire an American e-learning studio alongside a Belgian co-investor. Reviewers should trace ultimate ownership, voting agreements, purchase conditions, and who will direct the studio. If Canadians own less than half after closing, Canadian incorporation alone will not create treaty nationality. The investor should also show committed acquisition funds and a credible active-business plan, not merely ownership of digital course rights.