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SOUTH FRONTENAC · E-2 FIELD GUIDE

Does buying an existing dealership satisfy the E-2 requirement that a South Frontenac investor develop and direct the business?

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THE DIRECT ANSWER

Buying the business gives ownership; directing it requires that the investor actually run it and hold at least half the ownership or equivalent operational control. A purchase in which the seller stays on as the real decision-maker would not meet the test.

Control must be real after closing, not just on paper

Hypothetical example: the retiring seller in northern New York offers to stay on for two years as general manager, keeps a thirty percent stake and wants a veto over major purchases. The South Frontenac buyers would own seventy percent, which satisfies the ownership threshold, but a veto arrangement over core decisions could undermine the requirement that the investor develop and direct the enterprise. The better structure is a transition consulting agreement with the seller that has no ownership attached, or a minority stake with no special voting rights, so that the Canadian investor's control is unmistakable.

Ask the seller directly what involvement he wants and why, then have counsel draft the arrangement so that management authority sits with the buyer. The examining officer will read the shareholder agreement and any consulting contract, so those documents should tell the same story as the business plan. If both spouses are Canadian citizens, choose one as principal investor and let the other work as an E-2 spouse.