dismissed EB-1C Case: Film Equipment Distribution

U.S. Citizenship 
and Immigration 
Services 
In Re: 10425872 
Appeal of Texas Service Center Decision 
Non-Precedent Decision of the 
Administrative Appeals Office 
Date: SEPT. 8, 2020 
Form 1-140, Petition for Multinational Managers or Executives 
The Petitioner, describing itself as a professional television and film equipment distributor, seeks to 
permanently employ the Beneficiary as a human resources manager in the United States under the first 
preference immigrant classification for multinational executives or managers. See Immigration and 
Nationality Act (the Act) section 203(b)(l)(C) , 8 U.S.C. § 1153(b)(l)(C). 
The Director of the Texas Service Center denied the petition concluding that the Petitioner did not 
establish that it had a qualifying relationship with the Beneficiary's former foreign employer. On 
appeal, the Petitioner asserts that its four owners hold a controlling interest in the foreign employer 
and that this establishes a qualifying relationship. The Petitioner further emphasizes that the 
Beneficiary's family owns 85% of the foreign employer's shares thereby demonstrating common 
ownership and control. 
In these proceedings, it is the Petitioner's burden to establish eligibility for the requested benefit. 
Section 291 of the Act, 8 U.S.C. § 1361. Upon de nova review, we will dismiss the appeal. 
I. LEGAL FRAMEWORK 
An immigrant visa is available to a beneficiary who, in the three years preceding the filing of the 
petition, has been employed outside the United States for at least one year in a managerial or executive 
capacity, and seeks to enter the United States in order to continue to render managerial or executive 
services to the same employer or to its subsidiary or affiliate. Section 203(b)(l)(C) of the Act. 
The Form 1-140, Immigrant Petition for Alien Worker, must include a statement from an authorized 
official of the petitioning United States employer which demonstrates that the beneficiary has been 
employed abroad in a managerial or executive capacity for at least one year in the three years preceding 
the filing of the petition, that the beneficiary is coming to work in the United States for the same 
employer or a subsidiary or affiliate of the foreign employer, and that the prospective U.S. employer 
has been doing business for at least one year. See 8 C.F.R. § 204.5U)(3). 
II. QUALIFYING RELATIONSHIP 
The sole issue we will address is whether the Petitioner established that it has a qualifying relationship 
with the Beneficiary's former foreign employer. 
1. Background 
In support of the petition, the Petitioner stated that it and the Beneficiary's former foreign employer 
qualified as affiliates. The Petitioner pointed to its IRS Form 1120, U.S. Corporation Income Tax 
Return and indicated this demonstrates that it was owned as follows: 
I ~---------~' 25% of the company 
I [The Beneficiary], 25% of the company 
I I I, 25% of the company 
I I I 25% of the company 
Further, the Petitioner explained that a qualifying relationship existed between it and the foreign 
employer because its shares "are owned by the same people that own the majority of shares of [the 
foreign employer]." The Petitioner listed the following ownership in the foreign employer: 
I .__ _________ ~____. 45,000 shares which represent 15% of the 
company 
I [The Beneficiary], 45,000 shares which represent 15% of the company 
I .___ __________ _., 45,000 shares which represent 15% of the 
company 
I ~-------------' 45,000 shares which represent 15% of the 
com an 
I ,..._ ___ --,-____ __., 60,000 shares which represent 20% of the company 
I 45,000 shares which represent 15% of the company -------'------'-----, 
I ~--------~ 15,000 shares which represent 5% of the company 
In a later request for evidence (RFE), the Director requested that the Petitioner submit additional 
supporting documentation to substantiate its ownership, as well as the ownership of the foreign 
employer, including articles of incorporation, bylaws, meeting minutes stock ledgers, stock 
certificates, and/or proof of stock purchases. 
In response, the Petitioner again asserted that its four owners hold a controlling 60% interest in the 
foreign employer. The Petitioner emphasizes that three owners of the foreign employer have no 
ownership interest in it and only a 40% ownership interest in the foreign employer. It contends that 
these three foreign employer owners are therefore "unable to change the direction of the company in 
any matter." In addition, the Petitioner stated that "six of the seven owners of the foreign company 
(and all four of the owners of the [Petitioner]) are members of the same immediate family; and as a 
result, "both companies are controlled by the I I family as a unit." The Petitioner also 
submitted a letter signed by all of the owners of the foreign employer stating that "[the Petitioner and 
the foreign employer] are both run by thel I family and we have agreed that we will vote 
together on matters related to both companies." The Petitioner again pointed to its IRS Form 1120 as 
evidence of its claimed ownership. 
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In denying the petition, the Director stated that the evidence submitted by the Petitioner identified the 
owners and the number of shares owned by it and the foreign employer, but noted that the Petitioner 
did "not provide any additional substantial evidentiary information that was not already submitted 
during the initial filing." On appeal, the Petitioner provides the same assertions and evidence with 
respect to its ownership, the ownership in the foreign employer, and the claimed qualifying 
relationship between the entities. The Petitioner contends that "the two companies are owned by the 
same group of individuals, owning approximately the same share of each entity." 
2. Analysis 
Upon review, the Petitioner did not establish a qualifying relationship between it and the Beneficiary's 
former foreign employer. 
An immigrant visa is available to a beneficiary who, in the three years preceding the filing of the 
petition, has been employed outside the United States for at least one year in a managerial or executive 
capacity, and seeks to enter the United States in order to continue to render managerial or executive 
services to the same employer or to its subsidiary or affiliate. Section 203(b)(l)(C) of the Act. To 
establish a "qualifying relationship," a petitioner must show that the beneficiary's foreign employer 
and the proposed U.S. employer are the same employer (i.e., a U.S. entity with a foreign office) or that 
they are related as a "parent and subsidiary" or as "affiliates." See generally section 203(b)(l)(C) of 
the Act; 8 C.F.R. § 204.5U)(3)(i)(C). "Affiliate" means one of two subsidiaries, both of which are 
owned and controlled by the same parent or individuals; or one of two legal entities owned and 
controlled by the same group of individuals, each individual owning and controlling approximately 
the same share or proportion of each entity. 8 C.F.R. § 204.50)(2). 
The applicable regulations and case law confirm that ownership and control are the factors that must 
be examined in determining whether a qualifying relationship exists between United States and foreign 
entities for purposes of this visa classification. See Matter of Church Scientology lnt'I, 19 l&N Dec. 
593 (BIA 1988); see also Matter of Siemens Med. Sys., Inc., 19 l&N Dec. 362 (BIA 1986); Matter of 
Hughes, 18 l&N Dec. 289 (Comm'r 1982). However, we note that this analysis includes determining 
not just control, but whether there is common ownership between the entities. 
First, the Petitioner has not sufficiently established its ownership as necessary to demonstrate a 
qualifying relationship. As evidence of a petitioner's claimed qualifying relationship, the Petitioner 
must submit documentary evidence to sufficiently support its asserted ownership, including stock 
certificates. However, stock certificates alone are not sufficient evidence to determine whether a 
stockholder maintains ownership and control of a corporate entity. The corporate stock certificate 
ledger, stock certificate registry, corporate bylaws, and the minutes of relevant annual shareholder 
meetings must also be examined to determine the total number of shares issued, the exact number 
issued to the shareholder, and the subsequent percentage ownership and its effect on corporate control. 
In addition, a petitioning company must disclose all agreements relating to the voting of shares, the 
distribution of profit, the management and direction of the subsidiary, and any other factor affecting 
control of the entity. See Matter of Siemens Med. Sys., Inc., 19 l&N Dec. at 365. Without full 
disclosure of all relevant documents, we cannot determine the elements of ownership and control. 
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The regulations specifically allow a director to request additional evidence in appropriate cases. See 
8 C.F.R. § 204.5U)(3)(ii). As ownership is a critical element of this visa classification, a director may 
reasonably inquire as to a petitioner's stock certificates and the means by which stock ownership was 
acquired. Evidence should include documentation of monies, property, or other consideration 
furnished to the entity in exchange for stock ownership. Additional supporting evidence could include 
stock purchase agreements, subscription agreements, corporate by-laws, minutes of relevant 
shareholder meetings, or other legal documents governing the acquisition of the ownership interest. 
The Petitioner provides none of the supporting documentation discussed above to demonstrate its 
ownership, such as its stock certificates, a stock certificate ledger, a stock certificate registry, corporate 
bylaws, minutes of its annual shareholder meetings, or other similar corroborating evidence. The lack 
of this evidence is particularly noteworthy since the Director directly pointed to this lack of 
substantiating documentation in the denial decision. However, the Petitioner still does not provide 
this required supporting evidence on appeal. Without full disclosure of all relevant documents, the 
Petitioner has not sufficiently established its ownership. 
Further, even if we accept the asserted ownership in the Petitioner and foreign employer, this claimed 
ownership does not reflect that they are affiliates as defined by the regulations. Again, affiliates are 
defined as one of two subsidiaries, both owned and controlled by the same parent or individual; or one 
of two legal entities owned and controlled by the same group of individuals, each individual owning 
and controlling approximately the same share or proportion of each entity. 8 C.F.R. § 204.50)(2). 
First, no owner of the Petitioner or foreign employer holds a controlling, majority ownership interest 
in either entity. Second, the Petitioner is owned by four individuals, while the foreign employer is 
owned by seven; therefore, they are not owned by the same group of individuals with each owning 
and controlling approximately the same share or proportion of each entity. As such, the Petitioner and 
foreign employer do not meet the definition of affiliates as defined by the regulations. 
As discussed, the Petitioner also contends that a qualifying relationship exists since its four owners 
own 60% of the foreign employer. In addition, the Petitioner points to a letter signed by all of the 
owners of the foreign employer and notes that they are in agreement to vote in concert. The Petitioner 
further emphasizes that the Petitioner is wholly owned by members of thel !family; and in 
turn, that the foreign employer is 85% owned by members of this same family. However, again, to 
establish a qualifying relationship, there must be common ownership, even if we accept the 
Petitioner's assertion that the provided evidence demonstrates common control between the entities, 
which we do not. As we have discussed above, the Petitioner and foreign employer clearly do not 
meet the definition of affiliates and common ownership has not be demonstrated. Further, familial 
relationships do not constitute a qualifying relationship under the regulations. See Ore v. Clinton, 675 
F. Supp. 2d 217, 226 (D.C. Mass. 2009) (finding that the petitioner and the foreign company did not 
qualify as "affiliates" within the precise definition set out in the regulations at 8 C.F.R. § 
214.2(1)(1)(ii)(L)(1), despite petitioner's claims that the two companies "are owned and controlled by 
the same individuals, specifically the Ore family"). 
For the foregoing reasons, the Petitioner has not established a qualifying relationship between it and 
the foreign employer. 
ORDER: The appeal is dismissed. 
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