dismissed EB-1C Case: Product Distribution And Trading

U.S. Citizenship 
and Immigration 
Services 
MATTER OF M-C- LLC 
APPEAL OF TEXAS SERVICE CENTER DECISION 
Non-Precedent Decision of the 
Administrative Appeals Office 
DATE: JAN. 18,2018 
PETITION: FORM 1-140, IMMIGRANT PETITION FOR ALIEN WORKER 
The Petitioner, a product distribution and trading company, seeks to permanently employ the 
Beneficiary as its president and chief executive officer 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). 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 on multiple grounds. First. the Director 
concluded that the Petitioner did not establish that it had a qualifying relationship with the 
Beneficiary's foreign employer. Further, the Director concluded that the Petitioner did not 
demonstrate that the Beneficiary would be employed in the United States in a managerial or 
executive capacity. The Director also concluded that the Petitioner did not establish that the 
Beneficiary had been employed abroad in a managerial or executive capacity. 
On appeal, the Petitioner contends that the Director erred in denying the petition and asserts that the 
submitted evidence demonstrates the Beneficiary's eligibility. 
Upon de novo 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 I-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 tor at least one year. See 8 C.F.R. § 204.5U)(3). 
Matter of M-C- LLC 
"Managerial capacity" means an assignment within an organization in which the employee primarily 
manages the organization, or a department, subdivision, function, or component of the organization; 
supervises and controls the work of other supervisory, professional, or managerial employees, or 
manages an essential function within the organization, or a department or subdivision of the 
organization; has authority over personnel actions or functions at a senior level within the 
organizational hierarchy or with respect to the function managed; and exercises discretion over the 
day-to-day operations of the activity or function for which the employee has authority. Section 
10l(a)(44)(A) ofthe Act, 8 U.S.C. § 110l(a)(44)(A). 
The statute defines an "executive capacity" 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. 
If staffing levels are used as a factor in determining whether an individual is acting in a managerial 
or executive capacity, U.S. Citizenship and Immigration Services (USCIS) takes into account the 
reasonable needs of the organization, in light of the overall purpose and stage of development of the 
organization. See section IOI(a)(44)(C) ofthe Act. 
II. U.S. EMPLOYMENT IN A MANAGERIAL OR EXECUTIVE CAPACITY 
We will first analyze whether the Petitioner has established that the Beneficiary would be employed 
in a managerial or executive capacity in the United States. 
In the denial decision, the Director concluded that the Beneficiary's duty description was overly 
vague and did not reflect her actual day-to-day tasks. Further, the Director emphasized that the 
Petitioner had only two employees at the time the petition was filed, including the Beneficiary. The 
Director concluded that, given the Petitioner's limited staff, the Beneficiary more likely than not will 
primarily perform non-qualifying operational duties. The Director also determined that the 
Petitioner did not demonstrate that the Beneficiary would supervise professional subordinates as 
asserted. 
On appeal, the Petitioner asserts that the Director ignored specific job duties included in the 
Beneficiary's job description and failed to consider the totality of the evidence. The Petitioner states 
that it plans to hire additional employees and contends that the Director failed to take this 
responsibility under consideration as one of the Beneficiary's primary duties. Further, the Petitioner 
states that the Director erroneously concluded that the Beneficiary's lone subordinate is not a 
professional. 
The regulation at 8 C.F.R. § 204.5(j)(5) requires the Petitioner to submit a statement which indicates 
that the Beneficiary is to be employed in the United States in a managerial or executive capacity. 
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Matter of M-C- LLC 
The statement must clearly describe the duties to be performed by the Beneficiary. Beyond the 
required description of the job duties, USCIS reviews the totality of the evidence when examining 
the claimed managerial or executive capacity of a beneficiary, 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 
company's business activities and staffing levels. 
A. Duties 
The Petitioner must show that the Beneficiary will perform certain high-level responsibilities 
consistent with the statutory definitions of managerial or executive capacity. Champion World, Inc. 
v. INS, 940 F.2d 1533 (9th Cir. 1991) (unpublished table decision). In addition, the Petitioner must 
prove that the Beneficiary will be primarily engaged in managerial duties, as opposed to ordinary 
operational activities alongside the Petitioner's other employees. See Family Inc. v. USCIS, 469 
F.3d 1313, 1316 (9th Cir. 2006); Champion World, 940 F.2d 1533. 
In response to a request for evidence (RFE), the Petitioner stated that the Beneficiary, as president 
and chief executive officer of its distribution and trading company, would be ''responsible for 
establishing revenue goals and planning the Company's expansion" and that she would approve 
"budgets and ensures that resources are properly allocated." The Petitioner indicated that the 
Beneficiary would be tasked with implementing the "goals, mission and administrative and operative 
policies and procedures of the Company" and that she "updates policies and communicates to the 
managerial team." Further, the Petitioner stated that the Beneficiary "meets and negotiates with 
investors, financial institutions, and other business partners'' and "coordinates implementation of 
strategic plans and procedures." The Petitioner also explained that the Beneficiary "decides on 
changes to current product lines," "decides on the implementation of business opportunities." 
reviews "performance indicators of each department," and develops "new marketing methods:· In 
addition, the Petitioner stated that the Beneficiary establishes "controls to minimize risks and 
maximize returns of resources," ''establishes cost allocation. investment. and acquisition policies." 
approves "commercial strategies and sales and marketing plans," and approves company purchase 
orders. 
The Petitioner also indicated that the Beneficiary will be tasked with overseeing "activities related to 
human resources management. organizational structure, performance evaluation, professional 
development, motivation, layoff, HHRR policies, and other administrative tasks." The Petitioner 
explained that the Beneficiary will be responsible for approving contracts, meeting with her sales 
and marketing manager to expand the company "through agreements," negotiating with '·the biggest 
prospective clients," and ensuring that "Company's policies are aligned with customers' needs.'' 
We agree with the Director's determination that the Petitioner has provided only a broad overview of 
the Beneficiary" s general responsibilities and level of authority without identifying the nature of her 
Matter of M-C- LLC 
actual day-to-day tasks. The Petitioner vaguely stated that the Beneficiary would be responsible for 
various general duties that could apply to any manager or executive employed by any company in 
any industry. The Petitioner asserts on appeal that the Director ignored specifics set forth in her 
duties. However, it has provided few examples and little supporting evidence to substantiate policies 
and procedures she has implemented, investors or business partners she has negotiated with, product 
lines she has changed, business opportunities she has pursued, performance indicators she has 
reviewed, marketing methods she has developed, financial controls she has established. sales and 
marketing plans she has approved, or client negotiations she has carried out. This lack of detail is 
particularly questionable given that the Beneficiary has been acting in her current capacity in the 
United States since December 2014. Conclusory assertions regarding the Beneficiary's employment 
capacity are not sufficient. Merely repeating the language of the statute or regulations does not 
satisfy the Petitioner's burden of proof. 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); A1~)Jr Assocs .. Inc. v. Meissner. 1997 WL 
188942 at *5 (S.D.N.Y.). While the stated responsibilities suggest that the Beneficiary is the senior 
employee in the company, the provided description lacked meaningful information regarding what 
she would actually be doing as part of her day-to-day routine. 
Moreover, the Petitioner has submitted documentary evidence indicating that the Beneficiary 
performs non-qualifying operational duties that it did not include in its description of her position. 
For instance. the Petitioner provided documentation indicating that the Beneficiary attended several 
trade shows and received commissions for completing sales for third party suppliers. The Petitioner 
submitted emails reflecting that the Beneficiary has been cold calling potential clients. arranging 
quotations for specific client orders, and sending a series of form emails to potential clients on behalf 
of a supplier. The Petitioner also provided invoices and checks indicating that the Beneficiary pays 
the company's rent on a monthly basis. 
In sum, the submitted documentation suggests that the Beneficiary is, and will be, responsible for 
many operational aspects of the business, and it has provided little evidence to substantiate that she 
will delegate these tasks to subordinates. The evidence does not indicate, as of the date of the 
petition, that the Beneficiary has been removed from performing non-qualifying operational tasks 
and that she primarily spends her time focusing on managerial or executive level duties. An 
employee who "primarily" performs the tasks necessary to produce a product or to provide services 
is not considered to be "primarily" employed in an executive capacity. See, e.g.. sections 
10l(a)(44)(A) and (B) of the Act (requiring that one "primarily'' perform the enumerated managerial 
or executive duties); Matter of Church Scientolozy lnt 'l. 19 T&N Dec. 593, 604 (Comm'r I 988). 
The Petitioner also does not document what proportion of the Beneficiary's duties would be 
executive or managerial functions and what proportion would be non-qualifying. As noted, the 
vaguely stated duties make no reference to the non-qualifying operational tasks reflected in the 
submitted documentation. The record reflects that the Beneficiary is significantly involved in non­
managerial activities consistent with a sales representative, but it does not quantify the time the 
Beneficiary spends on these duties. This lack of detail is important because, as we have discussed, 
the record includes considerable evidence reflecting the Beneficiary's performance of non-qualifying 
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Matter of M-C- LLC 
operational tasks that do not fall directly under executive or managerial duties as defined in the 
statute. For this reason, we cannot determine whether the Beneficiary is primarily performing the 
duties of an executive. See IKEA US. Inc. v. U.S. Dept. of Justice, 48 F. Supp. 2d 22, 24 (D.D.C. 
1999). 
The fact that the Beneficiary will manage or direct a business does not necessarily establish 
eligibility for classification as a multinational manager or executive. By statute, eligibility for this 
classification requires that the duties of a position be "primarily" executive or managerial in nature. 
Sections 10l(A)(44)(A) and (B) of the Act. Even though the Beneficiary may exercise discretion 
over the Petitioner's day-to-day operations and possess the requisite level of authority with respect to 
discretionary decision-making, the position descriptions alone are insufficient to establish that his 
actual duties would be primarily managerial in nature. 
As discussed further below, the record does not support the Petitioner's claim that it had a sufficient 
subordinate staff to relieve the Beneficiary from involvement in the day-to-day operations of the 
business at the time the petition was tiled, and we cannot determine how much time the Beneficiary 
would reasonably devote to qualifying managerial or executive duties. 
B. Staffing and Business Activities 
The Petitioner stated on the Form I -140 that it had four employees at the time of filing in June 20 16. 
A submitted organizational chart provided at this time reflected that the Beneficiary supervised a 
sales and marketing manager, an administrative assistant/human resources/sales personnel director, 
and a purchasing manager. Further, attachments to this organizational chart indicated that the sales 
and marketing manager oversaw six sales representatives assigned to different countries in Latin 
America and also ret1ccted that a sales and marketing representative assigned to Venezuela 
supervised eight sales and marketing employees. 
In response to the Director's RFE in January 2017 the Petitioner provided an updated organizational 
chart. The chart reflected that the Beneficiary supervised an operations and purchasing manager, 
who in tum oversaw an administrative and human resources assistant and a logistics assistant "to be 
hired." The chart also showed that the Beneficiary oversaw a sales and marketing manager who 
supervised two sales representatives, five "independent" sales and marketing representatives 
assigned to Guatemala, the Dominican Republic, Colombia, Venezuela, and Puerto Rico, and a sales 
and marketing assistant "to be hired." The chart further reflected that the Beneficiary supervised an 
"outsourced accountant." 
The Petitioner submitted state and federal tax documentation that does not support its claimed 
organizational structure as of the date of tiling. We note that 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). The Petitioner submitted a Florida 
Employer's Quarterly Report for the first quarter of 2016 indicating that it had four employees 
during January, but only two by March 2016. A Florida Employer's Quarterly Report for the second 
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Matter of M-C- LLC 
quarter of 2016, corresponding with the petition's tiling date, indicated that the Petitioner only had 
two employees during the entire quarter, including the Beneficiary and the administrative assistant. 
As such, the submitted evidence for the second quarter of 2016 indicated that the Petitioner did not 
employ the Beneficiary's claimed managerial and professional subordinates when the petition was 
filed. 
The Petitioner also provided a Florida Employer's Quarterly Report for the fourth quarter of 2016 
reflecting that it only had two employees during October and November, and four in December 
2016. As such, the Petitioner's submitted tax documentation indicated that the Beneficiary had only 
one subordinate as of the date of the petition and reflected that it did not hire additional employees 
until approximately six months after filing. Further, it is also notable that the Petitioner submits little 
supporting documentation to substantiate that it has five sales and marketing representatives located 
in different countries who work for the Beneficiary and support the Petitioner's operations. 
Likewise, the Petitioner provides little documentation to corroborate that the Beneficiary is primarily 
delegating non-qualifying duties to subordinates. In fact, as we have discussed, there is substantial 
evidence to indicate that the Beneficiary is primarily engaged in performing the duties attributed to 
her claimed subordinate sales representatives. 
On appeal, the Petitioner contends that we should consider its future hiring plans and the 
Beneficiary's focus on this responsibility under an approved petition. As stated, 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). As such, the 
Petitioner's future hiring plans and, the Beneficiary's prospective responsibility for hiring future 
employees, are not relevant to establishing her eligibility as of the date of the petition. The 
Petitioner must show that it was capable of supporting the Beneficiary in a qualifying managerial or 
executive capacity when the petition was filed. 
Further, the Petitioner asserts on appeal that the Beneficiary supervises professional subordinates, 
specifically, it points to the claimed sales and marketing manager and indicates that she holds a 
degree in business administration. The statutory definition of "managerial capacity'· allows for both 
"personnel managers'' and "function managers." See section 10l(a)(44)(A)(i) and (ii) of the Act. 
Personnel managers are required to primarily supervise and control the work of other supervisory, 
professional, or managerial employees. Contrary to the common understanding of the word 
"manager," the statute plainly states that a "first line supervisor is not considered to be acting in a 
managerial capacity merely by virtue of the supervisor's supervisory duties unless the employees 
supervised are professional." 8 C.F.R. § 204.5(j)(4)(i). 
As we have discussed, the Petitioner's tax documentation reflects that it did not employ the sales and 
marketing manager at the time of filing, although it appears that this employee re-appeared on the 
company's payroll in December 2016, approximately six months later. Likewise, the tax 
documentation does not support that the Petitioner employed any other managerial or professional 
subordinates at the time of filing., nor does it show that the company employed the lower-level 
employees identified on the organizational charts. In short, the Petitioner has not established that the 
Matter of M-C- LLC 
Beneficiary would qualify as a personnel manager based on her supervision of subordinate managers 
or supervisors. 
Moreover, even if the Petitioner had demonstrated that it employed the Beneficiary"s claimed 
professional subordinates as of the date of the petition, it has not articulated or supported that these 
subordinate positions are professional. In evaluating 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 10l(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." 
We acknowledge that the claimed sales and marketing manager has a degree in business 
administration from a U.S. university. Further, the Petitioner provides an untranslated degree 
certificate it asserts as a degree in business administration earned by the claimed purchasing 
manager. However, the Petitioner does not articulate why a degree in business administration is 
required for these positions. The duties of these positions are vague and do not convey that a 
specific bachelor's degree is required. For instance, the duties submitted for the purchasing and 
sales and marketing managers largely overlap, leaving question as to their credibility. Further, they 
include few specifics. The Petitioner has not credibly demonstrated that the positions subordinate to 
the Beneficiary, even if filled at the time of the petition, are professional level positions. Therefore. 
for this additional reason, the Petitioner has not established that the Beneficiary qualities as a 
personnel manager. 
The Petitioner correctly observes that we must take into account the reasonable needs of the 
organization and that a company's size alone may not be the only factor in denying a visa petition 
for classification as a multinational manager or executive. See section 101(a)(44)(C) of the Act. 
However, it is appropriate for USC IS 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 or a company that does not conduct business 
in a regular and continuous manner. Family Inc. at 469 F.3d 1313; Systronics Corp. at 153 F. Supp. 
2d 7, 15. The size of a company may be especially relevant when USC IS notes discrepancies in the 
record. /d. 
As discussed, there is substantial question as to whether the Petitioner was sut1iciently operational as 
of the date of the petition to support the Beneficiary in a qualifying managerial or executive 
capacity. It only had two employees, including the Beneficiary, at this time. Further. the Petitioner 
has not clearly articulated the type of business it conducts in the United States and it has not 
submitted sufficient evidence to indicate that it is regularly doing business. For instance, a 2015 IRS 
Form 1120X Amended U.S. Corporation Income Tax Return indicates that the Petitioner earned 
only $105,764 in revenue during that year, and it provides little other evidence to reflect sufficient 
operations to sustain the Beneficiary and her claimed subordinates in their roles. Indeed, a most 
recent bank account statement from January 2016 reflects a balance of only $836. Further, support 
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Matter of M-C- LLC 
letters provided with the petition appear to indicate that the Petitioner is a still a new venture, 
referring employees "to be hired" to "assist" the Beneficiary in ''the sale of products." In total, the 
evidence indicates that the Beneficiary was allocating her time primarily to performing non­
qualifying operational tasks as of the date of the petition and that the Petitioner was not sufficiently 
operational to support her in a qualifying managerial or executive capacity. 
The Petitioner has not established that the Beneficiary would act in a managerial or executive 
capacity in the United States. 
III. FOREIGN EMPLOYMENT IN A MANAGERIAL OR EXECUTIVE CAPACITY 
We will now determine whether the Petitioner has demonstrated that the Beneficiary was employed 
abroad in a managerial or executive capacity. 
In the denial decision. the Director determined that the Beneficiary's foreign duty description was 
vague and did not reflect her actual day-to-day tasks. Further. the Director pointed to the 
Beneficiary's claimed immediate subordinate, the foreign employer's vice president, and concluded 
that the evidence did not support that this employee was a professional acting in a position requiring 
a bachelor's degree. The Director determined that the foreign employer did not have suflicient staff 
to relieve the Beneficiary from primarily perfonning non-qualifying operational tasks. 
On appeal, the Petitioner states that the Director ignored the Beneficiary's specific duties and the 
submitted evidence relevant to her previous foreign employment. The Petitioner asserts that the 
foreign employer had sufficient subordinates to relieve the Beneficiary from performing operational 
level tasks and contends that she oversaw a substantial organization and a subordinate with 
professional qualifications. 
As with the Beneficiary's U.S. employment, our analysis of the Beneficiary's employment capacity 
abroad will focus on the Beneficiary's duties as well as the foreign entity's business activities and 
staffing levels. 
A. Duties 
The Petitioner indicated that the foreign employer was established in 2012 and that the Beneficiary 
was employed as its president from April 2012 until her transfer to the United States in December 
2014. The Petitioner referred to the foreign employer as an ''important trading company," involved 
in "purchasing, selling, importing, exporting, manufacturing, marketing. distribution, and 
transportation of all kinds of food for human and animal consumption.·· 
The Petitioner submitted a foreign duty description that was similar to the Beneficiary's proposed 
U.S. duty description. However, the foreign duty description did provide certain other specifics, 
noting that the Beneficiary oversaw an "'accounting and logistics department" to ensure that products 
arrived timely and fulfilled orders, established limits for manager approval on "contracts, sales. 
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Matter ()( M-C- LLC 
discounts, and negotiations," received "weekly sales reports," reviewed "performance indicators" 
such as the number of orders, delays, or sales, approved "new business ventures'" and "purchases:· 
increased "e-commerce" and "participation in social media," and approved "financial statements and 
management formatted reports." 
Similar to her proposed U.S. duties, the Petitioner has provided only a broad overview of the 
Beneficiary's general responsibilities and levels of authority with the foreign employer but has not 
identified the nature of her actual day-to-day tasks. The Petitioner vaguely stated that the 
Beneficiary was responsible for various general duties that could apply to any manager or executive 
employed by any company abroad in any industry. The Petitioner has provided few examples and 
little supporting evidence to substantiate goals, policies and procedures she implemented, product 
lines she has changed, prices she set, strategic guidance she provided to her departments. issues she 
solved or new projects she proposed, financial institutions or investors she met with, investment she 
oversaw, purchases she approved, sales and marketing plans she approved, e-commerce or social 
media initiatives she implemented, human resources policies she established, or negotiations she 
managed. 
This lack of detail is particularly questionable given that the Beneficiary is asserted to have acted in 
her capacity as president of the foreign employer from April 2012 until December 2014. or for 
approximately two and a half years. Despite this, we are provided with little detail or documentation 
as to her accomplishments or evidence reflecting her performance of daily managerial or executive 
level tasks. In fact, the Petitioner has provided nearly identical duty descriptions for the Beneficiary 
in her former capacity abroad and with respect to her proposed U.S. capacity, despite these 
companies being in completely different stages of development and operating in separate markets. 
Further, the Beneficiary's foreign duties reference her oversight of an "accounting and logistics 
department,'" which is not reflected in its submitted organizational charts from this period. 
Conclusory assertions regarding the Beneficiary's foreign employment are not sufficient. Merely 
repeating the language of the statute or regulations does not satisfy the Petitioner's burden of proof. 
Fe din Bros. Co., Ltd. at 724 F. Supp. 11 03, 11 08; Avyr Assocs. at 1997 WL 188942 at * 5. While the 
stated responsibilities suggest that the Beneficiary may have been a senior employee for the foreign 
employer, the provided description lacked meaningful information regarding what she actually did 
as part of her day-to-day routine. 
The fact that the Beneficiary managed or directed the foreign employer does not necessarily 
establish eligibility for classification as a multinational manager or executive. By statute, eligibility 
for this classification requires that the duties of the foreign position were "primarily'" executive or 
managerial in nature. Sections I 0 I (A)(44)(A) and (B) of the Act. 
B. Staffing and Business Activities 
In support of the petition, the Petitioner did not provide a complete foreign employer organizational 
chart, but appeared to indicate that there was a network of sales and marketing representatives 
operating in several different Latin American countries, including Venezuela, the location of the 
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Matter of M-C- LLC 
foreign employer. In response to the RFE, the Petitioner provided two foreign organizational charts 
applicable to the Beneficiary's asserted foreign employment from 2012 to 2014. Both indicated that 
the Beneficiary supervised a vice president, who in tum oversaw a sales manager and a marketing 
manager. However, one chart reflected that the marketing manager supervised two administrative 
assistants and that the sales manager oversaw a sales representative. The other provided 
organizational chart indicated that the sales manager oversaw an administrative assistant and a sales 
associate and that the marketing manager supervised an administrative assistant only. Further. two 
asserted administrative assistants in one chart were shown as acting as marketing managers in the 
other provided foreign employer organizational chart. The Petitioner provided no explanation for 
these discrepancies. The Petitioner must resolve these inconsistencies in the record with 
independent, objective evidence pointing to where the truth lies. Matter o{ Ho, 19 J&N Dec. 582, 
591-92 (BIA 1988). 
In addition, the Petitioner has submitted vague duty descriptions for the Beneficiary's former 
subordinates abroad. First, the duties of the subordinate executive vice president. marketing 
manager, and sales manager largely overlap. In addition, the Petitioner provides little indication 
what ·'operational and financial goals, policies, objectives, and procedures" the executive vice 
president set, marketing strategies or logistics processes the marketing manager implemented. or 
specific duties the sales manager performed. Again, although the Petitioner contends that the 
executive vice president position requires a bachelor's degree, it does not explain why this position 
requires a specific degree nor provided duties that indicate it is a professional level position. In 
addition, we acknowledge that the Petitioner has submitted payroll documentation specific to its 
current foreign organization. but it does not provide relevant supporting documentation to 
substantiate the organizational structure of the foreign employer and the Beneficiary's claimed 
subordinates during her asserted foreign employment from 2012 to 2014. 
In sum, the Petitioner has not submitted sufficient support evidence to demonstrate that the 
Beneficiary acted in a managerial or executive capacity with the foreign employer. For this 
additional reason. the appeal must be dismissed. 
IV. QUALIFYING RELATIONSHIP 
Lastly, the Director denied the petition concluding that the Petitioner did not establish that it has a 
qualifying relationship with the Beneficiary's foreign employer. The Director determined that the 
Petitioner did not demonstrate that the companies share common ownership. noting that the 
Petitioner was wholly owned by one individual, the Beneficiary, and that the foreign employer was 
jointly owned by the Beneficiary and another individual. 
On appeal, the Petitioner asserts that the foreign employer's joint ownership is sufficient to establish 
common ownership between it and the foreign employer. 
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 
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Matter ofM-C- LLC 
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(j)(2) (providing definitions of the terms "affiliate" and "subsidiary"). 
The pertinent part of the regulation at 8 C.F.R. § 204.5(j)(2) defines "affiliate'' as follows: 
(A) One of two subsidiaries both of which are owned and controlled by the same 
parent or individual; 
(B) 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; 
The Petitioner stated that it is wholly owned by the Beneficiary. The Petitioner also indicated that 
fifty percent of the foreign employer's shares are owned by the Beneficiary and that the other fifty 
percent are held by another individual. Generally, provided that this ownership was properly 
corroborated in the record, we would find it sufficient to demonstrate an affiliate relationship 
between the entities. 
However, the Petitioner has not submitted sufficient evidence to corroborate its asserted ownership. 
As general evidence of a petitioner's claimed qualifying relationship, a certificate of formation or 
organization of a limited liability company (LLC) alone is not sufficient to establish ownership or 
control of an LLC. LLCs are generally obligated by the jurisdiction of formation to maintain records 
identifying members by name, address, and percentage of ownership, and written statements of the 
contributions made by each member, the times at which additional contributions are to be made, 
events requiring the dissolution of the limited liability company, and the dates on which each 
member became a member. These membership records, along with the LLC' s operating agreement, 
certificates of membership interest, and minutes of membership and management meetings, must be 
examined to determine the total number of members, the percentage of each member's ownership 
interest, the appointment of managers, and the degree of control ceded to the managers by the 
members. Additionally, a petitioning company must disclose all agreements relating to the voting of 
interests, the distribution of profit, the management and direction of the entity, and any other factor 
affecting control of the entity. Alatler o(Siemens Med. Sys., Inc., 19 I&N Dec. 362 (Comm'r 1986). 
Without full disclosure of all relevant documents, USCIS is unable to determine the elements of 
ownership and control. 
Here, the Petitioner only submitted a membership certificate and its claimed "articles of 
incorporation," the latter document being only a printout from the Florida Department of State 
reflecting the company's registration, but not its actual ownership. As discussed above. the 
Petitioner does not provide sufficient documentation to corroborate its ownership, such as articles of 
organization, meeting minutes, evidence of membership contributions, or other such documentation. 
For this reason, we cannot determine the Petitioner's actual ownership. 
II 
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Matter of M-C- LLC 
The Petitioner has not established with sufficient evidence that it has a qualifying relationship with 
the foreign employer. For this additional reason, the petition cannot be approved. 
V. CONCLUSION 
The appeal must be dismissed because the Petitioner has not established that the Beneficiary will be 
employed in the United States in a managerial or executive capacity, that she was employed abroad 
in a managerial or executive capacity, or that it has a qualifying relationship with the foreign 
employer. 
ORDER: The appeal is dismissed. 
Cite as Matter of M-C- LLC, ID# 835274 (AAO Jan. 18, 2018) 
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