Co-founding a business in the United States can unlock E-2 Investor Visa eligibility, but the way a partnership or joint venture is structured often determines success. The right ownership, control, and funding terms can turn a promising plan into an approvable case.

Why Partnerships and Joint Ventures Matter for E-2 Eligibility

Many entrepreneurs pursue the E-2 visa USA route through a co-owned venture because partnerships and joint ventures let them share capital, expertise, and risk. These formats can accelerate growth, help satisfy E-2 staffing and revenue goals, and offer better market access through strategic allies. Yet they also introduce legal and practical issues that can make or break eligibility under E-2 visa requirements.

To qualify for this investment visa USA option, the investor must show they own and control a real, operating enterprise with funds that are irrevocably committed and at risk. In a co-owned structure, that proof depends on the details: the cap table, board or manager authority, voting thresholds, funding mechanics, and even distribution policies. A clear, E-2 focused partnership or joint venture agreement gives adjudicators confidence that the investor truly directs the enterprise and that the business will generate more than minimal income.

Core E-2 Requirements That Shape Partnership Design

Before choosing terms, it helps to understand the E-2 framework used by both USCIS and consular officers. Official guidance is available through USCIS and the U.S. Department of State. For reference:

Key elements that drive how a partnership or joint venture should be drafted include the following:

  • Treaty nationality of the enterprise. The business must be at least 50 percent owned by nationals of a single treaty country for an E-2 entrepreneur visa USA case. If ownership is split evenly between nationals of two different treaty countries, officers generally treat the enterprise as having the nationality of either country, which can support E-2s for investors of either nationality under 9 FAM guidance.
  • Ownership and control. The investor must own at least 50 percent and have operational control through a managerial position or similar corporate device. In partnerships and joint ventures, managers, board seats, and veto provisions can either prove control or undermine it.
  • Substantial, at-risk investment. Funds must be committed and at risk, proportional to the total cost of starting or buying the business. Money must be spent or obligated on startup costs, equipment, leases, payroll, inventory, and similar. Passive or speculative holdings do not qualify.
  • Real and operating enterprise. The company must be active, with a concrete business plan, contracts or pipeline, necessary licenses, and staffing plans. Shelf entities or side projects will not satisfy E-2 visa requirements.
  • More than marginal. The enterprise should have the capacity to generate more than minimal living income for the investor and ideally create U.S. jobs.
  • Lawful source and path of funds. The investor must show clean documentation from origin to U.S. business bank account and then to vendor payments. In a co-owned setup, each investor’s source and path should be independently documented.

Nationality and Ownership in a Partnership or JV

For US investment immigration through the E-2 program, the nationality of the enterprise is crucial. Officers look through layers of ownership to determine if at least 50 percent is held by treaty nationals.

In practice, that means tracing ownership all the way to the ultimate individuals or qualifying public companies. If a corporate shareholder owns 30 percent, officers ask who owns that corporation. If a public company listed on a treaty country’s exchange holds the stake, it can qualify as a treaty-national owner under Department of State policy. If a U.S. person or a non-treaty national controls the majority, the venture will not qualify even if the E-2 investor serves as CEO.

Consider a few examples that commonly arise when structuring an E-2 visa USA partnership:

  • 60 percent U.S. owner and 40 percent treaty national. Not eligible for E-2 since treaty nationals do not own at least 50 percent. Managerial control does not cure the nationality shortfall.
  • 40 percent U.S. owner and 60 percent treaty nationals combined. Eligible for E-2 nationality if the 60 percent is held by citizens of the same treaty country. This can be a mix of two or more co-investors.
  • 50 percent owned by Country A and 50 percent by Country B. The enterprise is generally considered to have the nationality of both, allowing an investor of either nationality to apply. The investor must still meet control and investment criteria individually.

Actionable tip: When planning a joint venture with a U.S. or non-treaty partner, keep the treaty-national block at 50 percent or more, or structure a holding company so that ultimate control rests with treaty nationals while preserving commercial fairness for all parties.

Control Mechanics Officers Look For

Beyond ownership percentages, adjudicators focus on whether the investor can direct and develop the enterprise. In co-owned ventures, the control story is told through the operating agreement or shareholders’ agreement, board or manager authority, officer appointments, and banking and HR powers.

These features often help demonstrate control for an E-2 investor:

  • Manager-managed LLC with the E-2 investor as sole Manager. The operating agreement designates the E-2 investor as the only Manager with authority over daily operations, hiring and firing, budgeting, vendor contracts, and bank signatory rights. Member-level reserved matters can exist, but they should not strip the Manager of real operational control.
  • Board majority or decisive officer power in a corporation. If a corporation is used, the E-2 investor should hold a board majority or serve as CEO with authority defined in bylaws and board resolutions. A supermajority requirement should not allow minority owners to paralyze ordinary operations.
  • Clear, affirmative control. Negative control alone, such as the ability to block certain actions, is weaker. Officers prefer evidence that the investor can initiate and execute core business decisions.
  • 50-50 with a tie-breaker. If partners split ownership equally, a robust tie-breaker mechanism and a sole Manager structure for the E-2 investor can avoid deadlocks and support a finding of control.
  • Day-to-day authority in writing. Employment agreements, resolutions, and bank records that show the E-2 investor controls hiring, payroll, purchasing, and vendor negotiations strengthen the case.

Pitfalls include supermajority or unanimous consent clauses for routine matters, broad veto rights for minority owners that effectively shift control, and management committees where the E-2 investor can be outvoted on core issues. Each such clause should be tested against the E-2 control requirement.

Funding a Co-Owned E-2 Enterprise

Investment must be irrevocably committed and at risk. In partnerships and joint ventures, several funding tools are common, but not all support E-2 eligibility equally.

  • Cash and paid invoices. Payments for build-out, equipment, initial inventory, franchise fees, professional services, marketing, software subscriptions, and deposits typically count as committed funds.
  • Escrow arrangements. For business or asset purchases, funds can be placed in escrow with release contingent on E-2 approval and deal closing, consistent with Department of State guidance in the Foreign Affairs Manual.
  • Loans. Unsecured personal loans and loans secured by the investor’s personal assets can count. Loans secured by assets of the enterprise generally do not, because the money is not truly at risk.
  • Convertible notes and SAFEs. These are often treated as debt or contingent equity until conversion. If the investor has not converted and spent funds on the business, the commitment may appear speculative. Many successful E-2 cases avoid SAFEs or convert before filing, then document spending.
  • In-kind contributions. Equipment or IP assigned to the company can count if properly valued and irrevocably transferred. Appraisals and assignment documents help.

In a partnership, capital accounts should reflect each investor’s contributions. Bank statements, wire receipts, vendor invoices, and a capital ledger help prove the amount and source of funds. In a joint venture between two companies, officers will still trace money back to the ultimate individual owners.

Profit Sharing, Salaries, and Reinvestment

E-2 adjudicators look for a credible path to a business that is more than marginal. In a co-owned business, the compensation and distribution policy should match the business plan and near-term cash needs.

Reasonable investor salaries are permitted, especially for active management. Many early-stage ventures commit to reinvesting profits during the first one to two years to support hiring and growth. If distributions are anticipated, they should not undermine the company’s ability to meet operating costs and job creation targets set in the plan.

Tip: Explain why the compensation and distribution policy makes sense for the industry and stage. For example, a services firm may need to fund a sales team, while a light manufacturing venture may need cash for inventory and quality control equipment.

Common Partnership and JV Models That Work for E-2

There is no single perfect structure. Several models are frequently used for US immigration through investment under the E-2 category.

  • 51-49 manager-managed LLC. The E-2 investor owns 51 percent and serves as sole Manager. The minority owner has protective provisions for extraordinary matters, but daily control sits with the Manager. This is straightforward for control and nationality.
  • 50-50 with E-2 as sole Manager. Ownership is equal, yet the operating agreement gives the E-2 investor exclusive managerial authority and a defined tie-break mechanism. This can satisfy ownership and control if the treaty nationality requirement is also met. The other partner’s veto should be limited to extraordinary transactions.
  • Multi-investor pool from the same treaty country. Two or more treaty nationals together hold at least 50 percent, and one of them applies as the principal E-2 investor who manages the business. The cap table and governance documents must make the applicant’s control clear.
  • Joint venture with a corporate partner. A treaty-national holding company owns 50 percent or more of the JV and appoints the E-2 investor as CEO or Manager with defined authority. The JV agreement should avoid supermajority provisions that limit operational control.
  • Franchise co-ownership. The E-2 investor partners with an experienced operator. The franchise agreement, franchise disclosure document, and operating agreement collectively show that the E-2 investor directs the unit or territory development and holds the bank and HR authority needed for day-to-day operations.

What to Put in the Operating or JV Agreement

Officers read governance documents carefully in E-2 filings. Agreements that are clear, consistent, and businesslike often fare best.

  • Manager or officer authority. Spell out the E-2 investor’s power to run daily operations, hire and fire, sign contracts up to a rational threshold, open and control bank accounts, and set budgets.
  • Reserved matters. Use a short list for extraordinary events such as sale of substantially all assets or issuing new equity. Avoid supermajority requirements for ordinary decisions.
  • Deadlock resolution. In a 50-50 structure, include a practical tie-breaker that does not dilute the E-2 investor’s operational control. For example, an independent advisor may resolve deadlock on extraordinary matters while day-to-day control remains with the Manager.
  • Transfer restrictions. Right of first refusal and buy-sell clauses are common, but they should not shift control away from the E-2 investor in a way that contradicts the narrative of stable management.
  • Capital commitments. Document who contributes what and when. If additional capital is needed, set terms that do not force the E-2 investor into dilution below 50 percent unless there is a plan to maintain nationality and control.
  • IP and deliverables. In JVs that rely on technology or branding, ensure IP assignment or license terms support a real U.S. operating business with revenue potential.
  • Employment or management contract. A concurrent agreement naming the E-2 investor as CEO or Manager with specific responsibilities can reinforce control.

Documentation to Prepare for the E-2 Filing

A well-prepared US investment immigration packet connects the corporate structure, the funding, and the operating plan. For partnerships and JVs, the following items are especially important:

  • Entity formation documents such as articles, bylaws or operating agreement, and any JV agreement.
  • Cap table and ownership tracing to ultimate individual owners, including copies of passports to prove treaty nationality and any public company disclosures if relevant.
  • Board or manager resolutions naming the E-2 investor to controlling roles and granting bank and HR authority.
  • Funding records including source and path of funds, bank statements, wire receipts, and paid invoices.
  • Commercial agreements such as leases, vendor contracts, client contracts or purchase orders, and franchise agreements if applicable.
  • Business plan with five-year financial projections, staffing chart, market analysis, and a timeline that explains when hires and key expenditures occur.
  • Licenses and permits required to operate legally in the state and locality.
  • Organizational chart and job descriptions that show the E-2 investor’s role and planned U.S. hires.
  • Tax and compliance items such as EIN confirmation, state registrations, and if applicable, initial beneficial ownership reporting to FinCEN under the Corporate Transparency Act. See fincen.gov.

Tax and Liability Considerations in Co-Owned E-2 Ventures

Immigration strategy should align with basic tax and liability planning. Entity choice affects taxes, distributions, and administrative burdens.

  • LLC. Often used for flexibility and pass-through taxation. A manager-managed LLC can make E-2 control clear. Many E-2 investors accept pass-through treatment during early stages to offset losses.
  • C corporation. Useful for startups seeking venture capital. Board composition and officer authority must be crafted to preserve E-2 control. Double taxation is possible, so plan for reasonable salary and reinvestment.
  • Limited partnership. An E-2 investor can serve as general partner with control. Liability exposure for general partners should be weighed with counsel.

Tax topics should be reviewed with a U.S. CPA who understands international owners and cross-border issues. The IRS overview of business structures provides a useful baseline: irs.gov. Investors should also consider state-specific taxes and any treaty-based tax implications in the home country.

Practical Scenarios and Common Questions

Can two E-2 investors of different treaty nationalities both qualify through one 50-50 company? Generally yes, because the company is treated as having the nationality of both treaty countries when ownership is split evenly. Each investor must independently meet the control and investment standards for their application.

Is 49 percent ownership enough if the investor is CEO? Potentially, if the governance documents grant clear operational control to the E-2 investor through a managerial position or similar device. Caution is required. The enterprise must still meet nationality rules, which are based on ownership, not managerial control. If 51 percent is held by U.S. or non-treaty owners, the nationality test fails.

Do preferred shares or complex investor rights harm eligibility? Not automatically. The key is whether voting rights, board seats, and reserved matters allow the E-2 investor to direct and develop the business. If preferred holders can veto ordinary operations, the case weakens.

Can a holding company own the operating company? Yes, but officers will trace nationality and funding through all layers to ultimate individuals or qualifying public companies. Keep the treaty-national block at or above 50 percent at the top of the chain.

Do distributions during year one hurt the case? Not if they align with cash flow and a credible plan to create jobs and grow revenue. Many early-stage E-2 ventures reinvest profits to meet more-than-marginal targets.

Will a franchise with strict brand rules undercut control? Generally no. Brand standards are normal. The E-2 investor still needs authority over staffing, local operations, and finances. Franchise documents should be paired with an operating agreement that confirms the investor’s day-to-day control.

Steps to Set Up a Partnership or JV for E-2 Success

  • Confirm treaty eligibility. Verify that the investor holds a passport from a qualifying treaty country and that the co-ownership plan preserves at least 50 percent treaty-national ownership. See the Department of State treaty list linked above.
  • Select the entity and governance model. For many, a manager-managed LLC with the E-2 investor as sole Manager is the most direct way to show control. For corporations, secure a board majority or decisive officer authority.
  • Draft E-2 conscious agreements. Keep reserved matters narrow, avoid supermajority thresholds for ordinary operations, include a tie-breaker if 50-50, and document the E-2 investor’s bank and HR authority.
  • Plan funding and spend. Prioritize committed, at-risk funds that are already paid or firmly obligated. Document source and path for each investor. Avoid relying on SAFEs that have not converted.
  • Build an operating record. Secure a lease, vendor accounts, key equipment, licenses, and early client engagements. Even a small staff can demonstrate operational readiness.
  • Prepare a robust business plan. Include five-year financials, hiring timelines, market analysis, and clear milestones that align with the partnership’s governance and funding model.
  • Assemble the application. Combine corporate documents, proof of control, capitalization evidence, and the operating narrative into a cohesive filing tailored to the relevant consulate or to USCIS if changing status.

Red Flags to Avoid in Co-Owned E-2 Structures

Small drafting choices can carry outsized consequences. These issues frequently trigger questions or denials:

  • Nationality shortfall. Treaty nationals own less than 50 percent at the ultimate level.
  • Negative control only. The investor can block actions but lacks authority to run the business.
  • Overbroad reserved matters. Routine decisions require supermajority or unanimous member approval.
  • Unspent or contingent funds. Investment is mostly in escrow without a binding purchase, or in SAFEs that have not converted, or in loans secured by company assets.
  • Paper enterprise. No lease, no inventory or equipment, no licenses, and no evidence of operations.

How an Experienced E-2 Visa Lawyer Adds Value

Counsel who focuses on E-2 filings can translate business intentions into immigration-ready structures. That includes reconciling commercial terms with nationality and control rules, identifying documentation gaps, and tailoring the filing to the specific practices of the consulate that will review the case. A lawyer can coordinate with corporate counsel and tax advisors so the agreement works for governance, liability, taxes, and immigration all at once.

Working with a practitioner like E-2 Visa Lawyer Bobby Chung can streamline decisions around ownership splits, manager authority, funding mechanics, and document preparation. That guidance is especially important when there are multiple investors, layered holding companies, or strategic partners with their own compliance requirements.

Final Tips and Next Steps

Strong E-2 partnership and joint venture structures share the same DNA. They protect treaty nationality, put real decision-making power in the investor’s hands, commit funds at risk, and advance a credible plan to create jobs. They also read well. An officer should be able to follow the story from the cap table to the operating agreement to the bank statements to the hiring plan without contradictions.

For those exploring an E-2 Investor Visa through a partnership or joint venture, a useful exercise is to ask: Would a third party conclude from these documents that the investor runs the business and has already built a foundation to grow it this year. If not, what specific clause, exhibit, or invoice would fix that. Thoughtful choices today can mean faster approvals and stronger ventures tomorrow.

Have questions about joint venture terms or a 50-50 structure for E-2. Curious whether a proposed SAFE or profit-sharing provision will help or hurt eligibility. An initial strategy session can surface the right structure and documents for a successful E-2 filing.

Please Note: This blog is intended solely for informational purposes and should not be regarded as legal advice. As always, it is advisable to consult with an experienced immigration attorney for personalized guidance based on your specific circumstances.