dismissed EB-1C Case: Information Technology

U.S. Citizenship 
and Immigration 
Services 
MATTER OF B-T-CORP. 
APPEAL OF TEXAS SERVICE CENTER DECISION 
Non-Precedent Decision of the 
Administrative Appeals Office 
DATE: NOV. 30, 2018 
PETITION: FORM 1-140, IMMIGRANT PETITION FOR ALIEN WORKER 
The Petitioner, a provider of PC servers, surveillance systems, IT and telecommunications-related 
solutions, seeks to permanently employ the Beneficiary as its president under the first preference 
immigrant classification for multinational executives or managers. Immigration and Nationality Act 
(the Act) section 203(b)(l)(C), 8 U.S.C. § 1153(b)(l)(C). This classification allows a U.S. employer 
to permanently transfer a qualified foreign employee to the United States to work in an executive or 
managerial capacity. 
The Director of the Texas Service Center denied the petition, concluding that the Petitioner did not 
establish, as required, that: (1) it will employ the Beneficiary an executive capacity in the United 
States; (2) the Beneficiary was employed in an executive capacity abroad prior to his entry to the 
United States to work for the Petitioner as a nonimmigrant; and (3) the Beneficiary's foreign 
employer continues to do business abroad. 
On appeal, the Petitioner submits additional evidence and contends that the Director erred by failing 
to consider the evidence in its totality and did not apply the preponderance of the evidence standard 
in adjudicating the petition. 
Upon de nova review, we will dismiss the appeal, as the Petitioner did not overcome all three 
grounds for denial. However, we will withdraw the Director's findings that the record does not 
establish that the foreign entity is doing business or establish that the Beneficiary was employed in 
an executive capacity abroad.1 
1 The Petitioner submitted substantial documentary evidence, in Chinese with attached English translations, in support of 
its claim that the Beneficiary's foreign employer continues to do business, but the Director denied the petition because a 
qualified translator did not certify the translations as complete and accurate. The Petitioner has corrected this deficiency 
on appeal and the evidence is now sufficient to establish that the foreign entity is doing business. 
With respect to the Beneficiary's employment abroad, the Director stated that the Petitioner "failed to identify and detail 
the duties of the employees who reported to the beneficiary and whether they worked full-time or part-time" but did not 
provide further discussion of the evidence submitted to establish the Beneficiary's employment capacity with the foreign 
entity. After reviewing the totality of the evidence, including new evidence submitted on appeal, we find that the 
Petitioner has established that the Beneficiary was employed abroad in an executive capacity as defined at section 
I0l(a)(44)(B) of the Act, 8 U.S.C. § I I0l(a)(44)(B). 
Matter of B-T- Corp. 
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. § 204.50)(3). 
II. U.S. EMPLOYMENT IN AN EXECUTIVE CAPACITY 
The primary issue we will address is whether the Petitioner established that it will employ the 
Beneficiary in an executive capacity. The Petitioner does not claim that the Beneficiary will be 
employed in a managerial capacity in the United States. Therefore, we restrict our analysis to 
whether the Beneficiary will be employed in an executive capacity. 
"Executive capacity" is defined as an assignment within an organization in which the employee 
primarily: directs the management of the organization or a major component or function of the 
organization; establishes the goals and policies of the organization, component, or function; 
exercises wide latitude in discretionary decision-making; and receives only general supervision or 
direction from higher-level executives, the board of directors, or stockholders of the organization. 
Section 10l(a)(44)(B) of the Act. 
The regulation at 8 C.F.R. § 204.50)(5) requires the Petitioner to submit a statement which clearly 
describes the duties to be performed by the Beneficiary. Beyond the required description of the job 
duties, we review the totality of the evidence when examining a beneficiary's claimed executive 
capacity, including the company's organizational structure, the duties of a beneficiary's subordinate 
employees, the presence of other employees to relieve a beneficiary from performing operational duties, 
the nature of the business, and any other factors that will contribute to understanding a beneficiary's 
actual duties and role in a business. Accordingly, our analysis of this issue will focus on the 
Beneficiary's duties as well as the Petitioner's staffing levels and reporting structure. 
A. Duties 
In its initial supporting letter, the Petitioner stated that the Beneficiary, as president, is "the ultimate 
policy and decision maker" for the company and performs the following duties: 
(1) Make and facilitate decision on company, policies, goals, objectives, and 
procedures, including expansion goals and objectives. Conferring with potential 
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Matter of B-T- Corp. 
customers and potential business partners. Listen to report about contract or 
deals. Make final decision about contract[ s] . . . . Sign contracts on behalf of 
the company. 20%, 8 hours 
(2) Examine and approve annual, quarterly, and monthly financial budget plans, 
final accounting plans, and profit distribution and loss compensation plans .... 
15%, 6 hours 
(3) Make decision on the sales, marketing, and financial activities of the company, 
based on input from subordinate managers. l 0%, 4 hours 
(4) Make ultimate decision on hiring and firing. Supervise company operations and 
administration of managers to ensure efficient employee performance and 
adherence to company's policies and procedures. 15%, 6 hours 
(5) Review departmental activity reports and meet with subordinate managers to 
decide weekly schedules outlining a "game plan" for each staff member .... 
Identify and make ultimate decision about products or merchandise to be 
offered to customers, and the price level to be offered. 15%, 6 hours 
(6) Confer with parent company's Board of Directors to ensure correct 
development of business and a secure line of services and supply of product for 
the company. Meet with important customers. Attend important functions or 
outside conferences as the head of the company. 15%, 6 hours 
(7) Meet with subordinate managers, and if necessary, lower staff, to evaluate 
overall staff performance . . . . l 0%, 4 hours 
This description provided insufficient specificity about the nature of the Beneficiary's day-to-day 
work. Although the broadly described responsibilities convey the position's senior level of authority, 
the Petitioner provided insufficient probative details to establish that the Beneficiary will perform the 
stated higher-level duties as part of his regular routine. Specifics are clearly an important indication of 
whether a beneficiary's duties are primarily executive or managerial in nature, otherwise meeting the 
definitions would simply be a matter of reiterating the regulations. Fedin Bros. Co., Ltd. v. Sava, 724 
F. Supp. 1103, 1108 (E.D.N.Y. 1989), aff'd, 905 F.2d 41 (2d. Cir. 1990). 
Further, the Beneficiary's responsibilities for conferring with customers and potential customers and 
meeting with important customers, without additional information, are not clearly executive level 
duties. We note that, rather than elaborating upon these duties in future versions of the Beneficiary's 
position description, the Petitioner simply eliminated them without explanation and as such we 
cannot determine how much time the Beneficiary would spend on such duties. In addition, the 
Petitioner's claim that the Beneficiary would spend a portion of his time conferring with the parent 
company's Board of Directors and securing a line of services and products from the parent company 
is undermined by the fact that the Beneficiary owns the foreign company and the lack of evidence 
that the foreign entity was providing either products or services to the Petitioner at the time of filing. 
The Petitioner did not establish that there is a parent company "Board of Directors" with which the 
Beneficiary would confer. 
In a request for evidence, the Director advised the Petitioner that many of the listed duties were 
general, vague, and did not meet the Petitioner's burden to detail the Beneficiary's actual day-to-day 
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Matter of B-T- Corp. 
tasks. The Director requested that the Petitioner elaborate on the specific activities associated with 
each area of responsibility, with the percentage of time spent on each task, and asked that the 
Petitioner not group individual tasks together. 
In response to the RFE, the Petitioner submitted a lengthier description that assigned the same 
percentages to the same overall areas of responsibility. Although the Petitioner included some 
additional language, the description as a whole did not provide the level of detail requested by the 
Director. For example, the Petitioner once again stated that the Beneficiary spends 20% of his time 
on setting the company's policies and goals, listening to reports, and signing contracts, but as noted, 
removed the Beneficiary's responsibility for conferring with customers and potential customers 
without explanation. The Petitioner added that the Beneficiary would make decisions regarding 
suppliers and ensure that all legal and regulatory documents are filed, but otherwise included 
additional generic language such as "develop ... policies and procedures," "manage the Board's due 
diligence process," and "identify problems and opportunities and address them" without elaborating 
or providing examples of the Beneficiary's actual duties. 
The Petitioner also added non-specific duties to the Beneficiary's financial and budgeting 
responsibilities, noting that he will "formulate the future financial direction and develop tactical 
initiatives," oversee the company's "strategic business plans," and direct the "budgeting processes." 
With respect to the Beneficiary's duties in the areas of "marketing, expansion, and financial 
activities," the Petitioner stated that he would "supervise the development of marketing plans," but 
as discussed below, responsibility for developing marketing plans has not been assigned to any of his 
subordinates. 
In addition, the Petitioner removed the Beneficiary's responsibility to "meet with important 
customers" and to ensure a supply of products and services from the foreign entity, and added that he 
would "explore and decide new lines of business." In this regard, the Petitioner stated that he would 
"identify trendsetter ideas by researching Company's business field and related events, publications 
and announcements," "locate and propose potential business deals," "screen potential business deals 
by analyzing market strategies ... and financials" and "update job knowledge by participating in 
educational opportunities, reading professional publications, .... " The Petitioner did not provide 
examples of specific deals, contracts or partnerships the Beneficiary had proposed or finalized, the 
specific tasks he would perform to "locate" deals, or explain how his market research and analysis 
duties qualifying as executive tasks. 
Finally, we note that the expanded description submitted in response to the RFE contained 11 
separate references to the Beneficiary's supervision of and reliance on the company's vice president 
and manager, but, as discussed further below, the position descriptions provided for these 
subordinate employees do not support the level of authority attributed to them in the Beneficiary's 
position description. 
For these reasons, we agree with the Director's determination that the position descriptions were too 
broad to convey an understanding of the Beneficiary's primary duties. Both descriptions were 
general and did not describe the Beneficiary's duties in the context of the Petitioner's business as a 
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Matter of B-T- Corp. 
provider of surveillance systems, PC servers, and other IT and telecommunications products and 
services. Reciting a beneficiary's vague job responsibilities or broadly-cast business objectives is 
not sufficient; the regulations require a detailed description of the beneficiary's daily job duties. The 
actual duties themselves will reveal the true nature of the employment. Fedin Bros., 724 F. Supp. at 
1108 (E.D.N.Y. 1989), aff'd, 905 F.2d 41 (2d. Cir. 1990). Here, the Petitioner did not provide the 
necessary detail or an adequate explanation of the Beneficiary's activities in the course of his daily 
routine. 
On appeal, the Petitioner submits what it describes as a "revised and more detailed version of job 
duties for the Beneficiary." The newly submitted description is nearly four pages long and divides 
the Beneficiary's duties into the following areas of responsibility: operations management ( 13 
duties) - 25%; policy and goals (11 duties) - 20%; human resources (8 duties) - 30%; and financial 
and marketing management (11 duties) - 25%. We acknowledge that the description is more 
detailed to the extent that it contains specific references to the products and services that the 
Petitioner offers. However, several duties refer to recent collaborative efforts between the Petitioner 
and its Chinese parent company. The Petitioner did not claim that such collaborative activities were 
in place at the time of filing in 2016 and this new description does not appear to describe his actual 
duties at that time. 
Further, one of the stated duties indicates that the Beneficiary will establish training guidelines and 
procedures for "servicing and interacting [with] current tenants and prospects." Based on the 
submitted descriptions of the Petitioner's business operations, it does not have tenants and this raises 
the question of whether portions of the position description were derived from an outside source and 
may not reflect the Beneficiary's actual duties. Finally, some of the newly added duties are just as 
broad as those included in earlier descriptions, such as "improve the effectiveness of [the 
Petitioner's] internal operations," "direct overall performance and planned expansion," "formulating 
new corporate policies to accomplish ... corporate goals," and "increasing [the Petitioner's] 
competitiveness in the global market." The Petitioner has once again submitted broad statements 
without identifying the specific tasks the Beneficiary performs, examples of policies or goals the 
Beneficiary has developed or implemented, or supporting documentation substantiating the nature of 
his day-to-day work. 
Whether the broad duties attributed to the Beneficiary qualify as executive in nature depends in large 
part on whether the Petitioner established that he would have sufficient subordinate staff to supervise 
and perform the day-to-day company activities he is claimed to direct. As discussed further below, 
the Petitioner has not adequately described the functions performed by the Beneficiary's 
subordinates and has not shown its ability to relieve the Beneficiary from involvement in the non­
executive tasks required to operate its business. Absent such evidence, we cannot determine that his 
claimed executive responsibilities would be his primary job duties. 
The fact that the Beneficiary will manage or direct a business as its senior employee does not 
necessarily establish eligibility for classification as a multinational executive. By statute, eligibility for 
this classification requires that the duties of a position be "primarily" executive in nature. Section 
101(A)(44)(B) of the Act. Even though the Beneficiary may exercise discretion over the Petitioner's 
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Matter of B-T- Corp. 
operations and possess authority with respect to discretionary decision-making, the pos1t1on 
description alone is insufficient to establish that his employment will be in an executive capacity. 
B. Staffing and Organizational Structure 
If staffing levels are used as a factor in determining whether an individual is acting in a managerial 
or executive capacity, we take into account the reasonable needs of the organization, in light of the 
overall purpose and stage of development of the organization. See section 101(a)(44)(C) of the Act. 
The Petitioner is self-described as "a premier provider of custom PC servers, surveillance systems, 
peripheral components, and IT and telecom-related managed solutions." The Petitioner stated on the 
Form 1-140 that it had nine employees at the time of filing in March 2016, but provided an 
organizational chart dated 2015, which included three employees who did not receive wages in 2016 
(these employees were identified as the vice president, a technician, and a financial analyst). The 
2015 chart also included an "IT manager" position that did not appear on subsequent charts. The 
initial filing contained inconsistent evidence regarding the Petitioner's payroll expenses for the most 
recent quarter. The Petitioner submitted a Texas Employer's Quarterly Report showing that it paid 
$32,194 in salaries and wages in the fourth quarter of 2015, while its quarterly federal tax return for 
the same quarter showed $65,900.38 in wages paid.2 
In response to the RFE, the Petitioner provided a 2016 organizational chart which includes eight 
employees and appears to depict the company's actual staffing as of the date of filing. This chart 
shows that the Beneficiary would directly supervise a vice president (who was identified as the IT 
manager on the 2015 chart) and a marketing and sales manager. The chart depicts an accountant and 
two technicians subordinate to the vice president and two account executives reporting to the 
marketing and sales manager. 
The statutory definition of the term "executive capacity" focuses on a person's elevated position 
within a complex organizational hierarchy, including major components or functions of the 
organization, and that person's authority to direct the organization. Section 10l(a)(44)(B) of the 
Act. Under the statute, a beneficiary must have the ability to "direct the management" and "establish 
the goals and policies" of that organization. Inherent to the definition, the organization must have a 
subordinate level of managerial employees for a beneficiary to direct and they must primarily focus 
on the broad goals and policies of the organization rather than the day-to-day operations of the 
enterprise. An individual will not be deemed an executive under the statute simply because they 
have an executive title or because they "direct" the enterprise as the owner or sole managerial 
employee. A beneficiary must also exercise "wide latitude in discretionary decision making" and 
receive only "general supervision or direction from higher level executives, the board of directors, or 
stockholders of the organization." Id. 
2 The Petitioner's RFE response included a different quarterly wage report for the same quarter which showed that it paid 
$73,656.67 in wages. The Petitioner must resolve these inconsistencies with independent, objective evidence pointing to 
where the truth lies. Matter of Ho, 19 l&N Dec. 582, 591-92 (BIA 1988). 
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Matter of B-T- Corp. 
As noted above, the Petitioner's description of the Beneficiary's duties indicates that he relies on the 
vice president and marketing and sales manager to supervise the business's day-to-day operations, 
hire lower level employees, provide him with information needed to make decisions regarding the 
company's operations, finances and staff, and to relieve him from involvement in first-line 
supervisory and other non-executive functions. However, the submitted job descriptions do not 
reflect that the claimed managerial employees carry out these functions in support of the 
Beneficiary's claimed executive role. 
As noted, the Petitioner's claimed vice president previously held the role of "IT manager." 
Although the Petitioner revised this individual's job title to vice president, the submitted job 
description for this employee indicates that he continues to perform the same duties he did when he 
was IT manager, including managing "project execution," developing and updating project plans for 
information technology projects, monitoring project milestones and deliverables, and conferring with 
project personnel to resolve problems. In addition, this is a generic IT project manager description 
that does not appear to cover the range of the Petitioner's actual IT and other technical service 
activities. For example, the Petitioner has not provided evidence that it provides its services on a 
project basis. The evidence does not establish that this employee is acting in the vice president role, 
other than in position title, and the higher level duties attributed to the vice president by reference in 
the Beneficiary's own job description, are not corroborated.3 Further, while an employee's salary is 
not dispositive of their position in the company hierarchy, we note that the vice president's 
compensation in 2016 was lower than that paid to the subordinate technicians. 
The position description provided for the marketing and sales manager is also very general. The 
Petitioner states that the position is responsible to "direct and coordinate activities involving sales of 
manufactured products, services, commodities, real estate or other subjects of sale." Apart from this 
statement, which does not describe the role in the context of the Petitioner's business, the description 
of duties includes sales tasks that are essentially the same as those provided for the subordinate part­
time account executives, and the Petitioner's sales invoices reflect that all three members of the sales 
department are identified as "Sales Employee" and engaged in routine sales activities. Although the 
Beneficiary's job description suggests that the sales and marketing manager is responsible for 
developing marketing plans, hiring, evaluating, and preparing reports on staff, and other higher level 
functions, these duties are not reflected in this employee's job description and the Petitioner did not 
provide sufficient evidence to establish that this is a managerial position. 
We have also reviewed the position descriptions for the lower-level employees. The Petitioner's job 
description for the accountant indicates that this employee prepares and analyzes accounting records 
and financial statements and reports to management on finances, but does not offer other relevant 
information regarding this individual's actual duties. The Petitioner states that this employee will 
"supervise the work of office, administrative or customer service employees," but the Petitioner has 
3 On the 2015 organizational chart, the Petitioner indicated that the IT manager reported to a vice president who was 
responsible for preparing budgets for approval, appointing department heads/managers and delegating responsibilities to 
them, and overseeing the company's cash flow. The individual who held that position was not employed in 20 I 6 and the 
Petitioner did not include a position with these duties in its subsequent employee lists. 
Matter of B-T- Corp. 
no such employees and the accountant does not have any subordinates. We note that the initial 
organizational chart included a financial analyst position responsible for preparing plans of action 
for investment, and reviewing balance sheets, operating income and expense accounts, among other 
duties. The Petitioner does not claim that this position was been filled since 2015 or indicate who, if 
anyone, would support the Beneficiary by performing these duties. 
When examining the executive capacity of a beneficiary, we review the totality of the evidence, 
including descriptions of a beneficiary's duties and those of his or her subordinate employees, the 
nature of a petitioner's business, the employment and remuneration of employees, and any other 
evidence contributing to a complete understanding of a beneficiary's actual role in a business.· The 
evidence must substantiate that the duties of a beneficiary and his or her subordinates correspond to 
their placement in an organization's structural hierarchy; job titles alone are not probative and will 
not establish that an organization is sufficiently complex to support an executive position. Here, the 
Petitioner's claim that the Beneficiary directs the organization through his subordinate managerial 
staff is not adequately support in the record. 
We acknowledge that, in response to the RFE, the Petitioner indicated that it had hired one 
additional technician in 2017 and, on appeal, the Petitioner states that it has 13 employees, with the 
addition of a second vice president who supervises three sales employees responsible for developing 
the Chinese market. However, the Petitioner must establish that all eligibility requirements for the 
immigration benefit have been satisfied from the time of the filing and continuing through 
adjudication. 8 C.F.R. § 103.2(b)(l). For this reason, our analysis of the Petitioner's staffing will 
remain focused on the date of filing; if the Petitioner did not have sufficient staff at that time to 
relieve the Beneficiary from significant involvement in the day-to-day operations of the company, 
then any subsequent increase in staffing or change in structure cannot establish his eligibility as a 
multinational executive. 
Section 101(a)(44)(C) of the Act requires we take into account the reasonable needs of the 
organization in light of the overall purpose and stage of development of the organization if staffing 
levels are used as a factor in determining whether an individual is acting in an executive capacity. 
However, it is appropriate to consider the size of the petitioning company in conjunction with other 
relevant factors, such as the absence of employees who would perform the non-managerial or non­
executive operations of the company. Family Inc. v. USCIS, 469 F.3d 1313 (9th Cir. 2006); 
Systronics Corp. v. INS, 153 F. Supp. 2d 7, 15 (D.D.C. 2001). The size of a company may be 
especially relevant when there are discrepancies in the record. See Systronics, 153 F. Supp. 2d at 15. 
As addressed above, the Petitioner has documented its employment of the Beneficiary as well as five 
full-time and two part-time employees at the time of filing. However, by providing overly broad 
position descriptions for both the Beneficiary and his subordinates, the Petitioner has not met its 
burden to establish how the day-to-day tasks of the organization are actually distributed among its 
staff. The Petitioner sells both products and technical services and claims that it has a warehouse 
facility at its office premises. It is unclear who would source, purchase, pack, and ship the products 
that the Petitioner sells. While the Petitioner indicates that the accountant supervises administrative, 
office, and customer service staff, the Petitioner does not employ such staff or explain who handles 
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Matter of B-T- Corp. 
these activities for the company. As such, the Petitioner did not support its claim that its subordinate 
staff perform nearly all of the non-executive duties such that it has a reasonable need for the 
Beneficiary to spend his time primarily on the broad policies and goals of the organization, rather 
than being significantly involved in its day-to-day operations. 
In support of the appeal, the Petitioner now submits copies of educational credentials for some of its 
staff in response to the Director's finding that it did not establish that the Beneficiary will manage 
professional employees. However, the Petitioner has consistently claimed that the Beneficiary will 
be employed in an executive capacity, not in a managerial capacity based on his supervision of 
professional personnel. See section 101(a)(44)(A) of the Act. To determine whether a beneficiary 
manages professional employees, we must evaluate whether the subordinate positions require a 
baccalaureate degree as a minimum for entry into the field of endeavor. Cf 8 C.F.R. § 204.5(k)(2) 
(defining "profession" to mean "any occupation for which a U.S. baccalaureate degree or its foreign 
equivalent is the minimum requirement for entry into the occupation"). Section 101(a)(32) of the 
Act, states that "[ t ]he term profession shall include but not be limited to architects, engineers, 
lawyers, physicians, surgeons, and teachers in elementary or secondary schools, colleges, academies, 
or seminaries." 
Therefore, we must focus on the level of education required by the position, rather than the degree 
held by subordinate employee. The possession of a bachelor's degree by a subordinate employee 
does not automatically lead to the conclusion that an employee is employed in a professional 
capacity. Here, the Petitioner has not provided sufficient probative information regarding the 
subordinate positions to support a claim that the employees are professionals. Regardless, 
supervision of professional employees is not a prerequisite for establishing that a beneficiary will be 
employed in an executive capacity. 
Finally, we acknowledge the Petitioner's claim that the Director did not apply the preponderance of 
the evidence standard to the facts presented. A petitioner must establish that it meets each eligibility 
requirement of the benefit sought by a preponderance of the evidence. Matter of Chawathe, 25 I& N 
Dec. 369, 375-76 (AAO 2010). In other words, a petitioner must show that what it claims is "more 
likely than not" or "probably" true. To determine whether a petitioner has met its burden under the 
preponderance standard, we consider not only the quantity, but also the quality (including relevance, 
probative value, and credibility) of the evidence. Id. at 376; Matter of E-M-, 20 l&N Dec. 77, 79-80 
(Comm'r 1989). Here, for the reasons already addressed, the Petitioner's submissions lacked 
probative details and supporting documentation regarding the nature of the work by the Beneficiary 
and his subordinates. 
C. Prior L-1 Approval 
The Petitioner also notes that USC IS had approved an L-1 A nonimmigrant intracompany transferee 
petition that had been previously filed on behalf of Beneficiary for the same position. It must be 
emphasized that each petition filing is a separate proceeding with a separate record. In making a 
determination of statutory eligibility, USCIS is limited to the information contained in that 
individual record of proceedings. 8 C.F.R. § 103.2(b)(16)(ii). Further, we are not required to 
9 
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Matter of B-T- Corp. 
approve applications or petitions where eligibility has not been demonstrated, merely because of 
prior approvals that may have been erroneous. See Matter of Church Scientology Int'!, 19 l&N Dec. 
593, 597 (Comm'r 1988); see also Sussex Eng 'g, Ltd. v. Montgomery, 825 F.2d 1084, 1090 (6th Cir. 
1987). We are not bound to follow a contradictory decision of a service center. La. Philharmonic 
Orchestra v. INS, No. 98-2855, 2000 WL 282785, at *3 (E.D. La. 2000), affd, 248 F.3d 1139 (5th 
Cir. 2001). 
For the reasons discussed, the Petitioner has not met its burden to show that the Beneficiary's duties 
would be primarily executive in nature. 
III. QUALIFYING RELATIONSHIP 
While we are not entering an additional ground for denial, we find that the record as presently 
constituted contains incomplete evidence in support of the Petitioner's claim that it has a qualifying 
relationship with the foreign entity. To establish a "qualifying relationship," the Petitioner must 
show that the Beneficiary's foreign employer and the proposed U.S. employer are the same 
employer (a U.S. entity with a foreign office) or related as a "parent and subsidiary" or as 
"affiliates." See§ 203(b)(l)(C) of the Act; see also 8 C.F.R. § 204.5(i)(2) (providing definitions of 
the terms "affiliate" and "subsidiary"). 
The Petitioner states that the Beneficiary's foreign employer acquired a 51 % ownership interest in 
the company in February 2015. The Petitioner submitted its articles of incorporation from 1989, 
which show that the company is authorized to issue 100,000 shares of common stock with a par 
value of $1.00, and that it had three directors at the time of incorporation: and 
The Petitioner also submitted the minutes of a special meeting of the board of directors dated 
January 25, 2015, and a stock purchase agreement dated February 1, 2015, which indicate that the 
company is authorized to issue 500,000 shares, and that 100,000 shares had been issued to date to 
and · was not an original director of the company, a fact which 
suggests that there may have been at least one prior ownership change. The Petitioner indicated the 
foreign entity acquired its majority ownership by purchasing 104,081.63 shares for $307,000 and 
provided evidence of this payment. 
The Petitioner did not, however, provide a copy of its amended articles of incorporation showing 
that it is authorized to issue 500,000 shares. We note that the Petitioner's tax returns for the years 
2013 and 2014, show that the value of the issued common stock prior to the sale of stock to the 
foreign entity in 2015, was $500,000 , which , without additional documentation, would suggest that 
the Petitioner had already issued all 500,000 shares at the stated $1.00 par value. This information 
potentially conflicts with other evidence indicating that only 100,000 shares had been issued prior to 
2015. 
4 We reviewed publicly available corporation records in order to verify the Petitioner's active status and observed that 
and continue to be identified as the company's sole directors. 
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Matter of B-T- Corp. 
As general evidence of a petitioner's claimed qualifying relationship, 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. Matter of 
Siemens Med. Sys., Inc., 19 l&N Dec. 362 (Comm'r 1986). Without full disclosure of all relevant 
documents, we are unable to determine the elements of ownership and control. 
Here, the Petitioner submitted only a copy of its stock certificate No. 003, which indicates that it 
issued 104,081.63 shares to the foreign entity on March 15, 2015, but it did not provide copies of 
certificates issued to its other shareholders. Given that the Petitioner originally had three directors 
and a possible change in ownership in the past, it is reasonable to question whether it had previously 
issued only two stock certificates in its 26 year history. In any future proceeding, the Petitioner 
should fully document its ownership by submitting copies of all relevant documents showing the 
number of authorized shares and its owners, including its stock ledger and all stock certificates 
issued to date. 
IV. CONCLUSION 
The appeal must be dismissed as the Petitioner has not established that the Beneficiary would be 
employed in the United States in an executive capacity. 
ORDER: The appeal is dismissed. 
Cite as Matter of B-T- Corp., ID# 1810653 (AAO Nov. 30, 2018) 
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