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APPLICATION ANSWERS · E-2 FIELD GUIDE

What if one partner delays funding after our E-2 plan is prepared?

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THE DIRECT ANSWER

Report the change and its effect on the operation or agreements. A delay may alter facts that supported the earlier assessment.

Explain the revised business plan honestly

Identify which commitments can still be met and whether ownership or control terms change. Preserve the previous version for comparison. Do not represent anticipated funds as already committed merely to keep the original schedule.

Update the plan when promised funding slips; do not leave projected money in the committed column. Reconcile the operating agreement, capitalization table, escrow or purchase conditions, vendor deadlines, opening budget, and control rights. An E-2 investor may still be investing, but qualifying capital must remain committed irrevocably and exposed to risk. Substantiality remains proportional, with no prescribed minimum. A startup need not already operate if the evidence shows it will be a real and active enterprise; it also must be non-marginal, with present or future capacity to generate more than a minimal living or make a significant economic contribution and future capacity generally realizable within five years after normal business activity begins. The recurring error is keeping an old launch date while removing the funds that made its staffing and operations plausible.

Hypothetical example: A London physiotherapist and a partner plan an American rehabilitation clinic, but the partner delays a scheduled equipment contribution. The physiotherapist identifies released personal funds, renegotiates supplier dates, recalculates opening costs, and checks whether management rights change after later investment. Revised forecasts explain which services can launch and when. The application describes a genuine enterprise in formation, not an operating clinic, and excludes the delayed contribution until it becomes legally and financially committed.