dismissed EB-1C Case: Restaurant

U.S. Citizenship 
and Immigration 
Services 
In Re: 19925600 
Appeal of Nebraska Service Center Decision 
Non-Precedent Decision of the 
Administrative Appeals Office 
Date : JUN. 13, 2022 
Form 1-140, Petition for Multinational Managers or Executives 
The Petitioner, describing itself as an operator of a franchised restaurant location, seeks to permanently 
employ the Beneficiary as its chief executive officer (CEO) in the United States 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). 
The Director of the Nebraska Service Center denied the petition, concluding the Petitioner did not 
establish that: 1) it had a qualifying relationship with the Beneficiary's foreign employer, 2) it was 
doing business as defined by the regulations, 3) the foreign employer was doing business abroad, 4) it 
had the ability to pay the Beneficiary's proffered wage 1, 5) the Beneficiary would be employed in a 
managerial or executive capacity in the United States, and 6) the Beneficiary was employed abroad in 
a managerial or executive capacity . On appeal, the Petitioner contends the Director erred as to each 
ground for denial and asserts the Beneficiary is eligible for the benefit sought. 
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 as the 
Petitioner did not establish that it had a qualifying relationship with the Beneficiary's former foreign 
employer . Since this identified basis for denial is dispositive of the Petitioner's appeal, we decline to 
reach and hereby reserve the Petitioner's appellate arguments related to the Director's other grounds 
for denial. See INS v. Bagamasbad, 429 U.S. 24, 25 (1976) ("courts and agencies are not required to 
make findings on issues the decision of which is unnecessary to the results they reach"); see also 
Matter of L-A-C- , 26 I&N Dec. 516, 526 n.7 (BIA 2015) (declining to reach alternative issues on 
appeal where an applicant is otherwise ineligible). 
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 
1 The Director also emphasized that the Petitioner did not submit IRS Forms 941 , Employer 's Quarterly Federal Tax 
Returns, for the 1st and 2nd quarters of 2021. The Director separated this observation from the other grounds for denial. 
It is not clear whether this was intended as a separate ground for denial; regardless, it is not by itself a ground for denying 
the petition and it will therefore be withdrawn. 
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 for at least one year. See 8 C.F.R. § 204.5(i)(3). 
II. QUALIFYING RELATIONSHIP 
The sole issue we will address is whether the Petitioner established that it had a qualifying relationship 
with the Beneficiary's former 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 office) 
or related as a "parent and subsidiary" or as "affiliates." See § 203(b )(1 )(C) of the Act; see also 8 
C.F.R. § 204.5(j)(2) (providing definitions of the terms "affiliate" and "subsidiary"). 
Beyond meeting the regulatory definition of qualifying relationship, we also look to regulation and 
case law which 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. See, 
e.g., Matter of Church Scientology Int'!, 19 I&N Dec. 593 (Comm'r 1988); Matter of Siemens Med. 
Sys., Inc., 19 I&N Dec. 362 (Comm'r 1986); Matter of Hughes, 18 I&N Dec. 289 (Comm'r 1982). 
Ownership refers to the direct or indirect legal right of possession of the assets of an entity with full 
power and authority to control; control means the direct or indirect legal right and authority to direct 
the establishment, management, and operations of an entity. Matter of Church Scientology lnt'l, 19 
I&N Dec. at 595. 
In a support letter, the Petitioner indicated that it and the foreign employer qualified as affiliates since 
the same individualj I owned 51 % of the shares of the Petitioner and 100% of the shares of 
the foreign employer. In support of this assertion, the Petitioner submitted a "Conditional Consent to 
Assignment of Ownership Interest" dated in May 2019 stating that "all of the ownership/membership 
interests in and to the [the Petitioner] shall be owned as follows:! (51 %) andl I I (49%)." The agreement indicated that this transaction was related to the purchase of a 
franchised! I restaurant and stated that I I would "continue to serve as the 
Operations Principal of the restaurant and President of the Franchisee." The Petitioner also provided 
a bank statement reflecting thatl I wired $582,000 to an unidentified party on September 27, 
2019. 
Later in response to the Director's request for evidence (RFE), the Petitioner provided an "Agreement 
for the Purchase and Sale of Capital Stock of [the Petitioner]" executed between and I 
in February 2019. The agreement indicated thatl lwas purchasing 510,000 of the 1,000,000 
outstanding shares of the Petitioner froml lfor $1,782,000, including a $100,000 down 
payment in January 2019, $1,100,000 paid within five days of the agreement, and a remaining 
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$582,000 to be transferred within five days of written approval of the transaction from ____ 
corporate. The Petitioner contends that pursuant to this agreement, I I gained a 51 % ownership 
interest in the company, giving him majority ownership in the Petitioner and the foreign employer. 
Upon review, we conclude that the Petitioner did not provide sufficient evidence to establish its 
ownership as necessary to demonstrate a qualifying relationship with the foreign employer. As general 
evidence of a petitioner's claimed qualifying relationship, a petitioner must submit all relevant 
corporate documentation to substantiate whether a stockholder maintains ownership and control of a 
corporate entity. Stock certificates, the corporate stock certificate ledger, stock certificate registry, 
corporate bylaws, and the minutes of relevant annual shareholder meetings must be examined to 
determine the total number of shares issued, the exact number issued to each 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 factors affecting control of the entity. See 
Matter of Siemens Med. Sys., Inc., 19 I&N Dec. at 365. Without full disclosure of all relevant 
documents, we are unable to determine the elements of ownership and control. 
The regulations specifically allow a director to request additional evidence in appropriate cases. See 
8 C.F.R. § 214.2(1)(3)(viii). As ownership is a critical element of this visa classification, the Director 
was justified to inquire in the RFE beyond the May 2019 "Conditional Consent to Assignment of 
Ownership Interest" initially submitted by the Petitioner, including requesting that it submit all 
documents relevant to ownership and control of the company such as articles of incorporation, bylaws, 
meeting minutes, a stock ledger, all stock certificates, stock purchase agreements, and supporting 
evidence of consideration paid for any stocks. 
The Petitioner provided little of the required supporting documentation necessary to sufficiently 
establish its asserted ownership. For instance, the Petitioner did not submit any stock certificates, a 
stock ledger, its articles of incorporation, minutes of shareholder meetings to substantiate the 
transference of shares, nor evidence of consideration paid for shares. As noted, the Petitioner did 
submit a stock purchase agreement executed betwee and in February 2019, which 
included an agreed upon purchase price and payment schedule. However, the record does not include 
supporting documentation to corroborate that a majority of shares were transferred tol I 
including stock certificates inl I name, a stock registry and shareholder minutes reflecting this 
transaction, or even amendments to the Petitioner's articles of incorporation showing this change in 
ownership. Further, there is little supporting evidence to substantiate that I purchased the shares 
as agreed upon in the provided stock purchase agreement, such as documentation reflecting his 
payment of the amounts listed in the agreement. We acknowledge that the Petitioner provided a bank 
statement indicating thatl lwired $582,000 on September 27, 2019, the same amount of the 
agreed upon final payment for the 510,000 shares in the Petitioner. However, there is no indication 
as to whom this money was wired, and this transfer is dated approximately four months after the May 
2019 "Conditional Consent to Assignment of Ownership Interest." 
In addition, it is also noteworthy that the May 2019 "Conditional Consent to Assignment of Ownership 
Interest" includes no acknowledgement from the franchisor consenting to the transaction, a 
requirement of the completion of the stock purchase. The agreement itself is also termed as 
"conditional," suggesting something other than a final agreement. Further, this document states that 
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I I would "continue to serve as the Operations Principal of the restaurant and President of the 
Franchisee," leaving uncertainty as tol I control over the Petitioner. Again, without full 
disclosure of all relevant documents, we are unable to definitively determine the ownership and control 
of the Petitioner. The Petitioner must resolve inconsistencies and ambiguities in the record with 
independent, objective evidence pointing to where the truth lies. Matter of Ho, 19 I&N Dec. 582, 591-
92 (BIA 1988). As such, the Petitioner has not submitted sufficient supporting evidence to establish 
its ownership, and in tum, that it has a qualifying relationship with the Beneficiary's foreign employer. 
The Petitioner also did not sufficiently demonstrate the foreign employer's ownership as necessary to 
establish a qualifying relationship. To support of the foreign employer's ownership, the Petitioner 
submitted this company's bylaws executed in August 2014. The bylaws indicated in Articles 4 and 5 
that had contributed 5 million Chinese Yuan to the foreign employer and listed him as its sole 
shareholder. Likewise, the Petitioner pointed to a submitted 2018 foreign employer audit report which 
stated, "in accordance with the Resolutions of Shareholders made in August of year 2014, the modified 
bylaw[s] of the company, and the transfer of shares, the shareholder [was] changed tol A 
provided 2019 foreign employer audit report further reflected that it was established as a "company y of 
limited liabilities [sic] established on 07/02/2002" and that its "legal representative" was 
Again, the record lacks supporting documentation to substantiatd I claimed 100% ownership 
of the foreign employer's shares. For instance, the provided bylaws appear to list a share certificate 
number 2, a certificate that has not been provided on the record. Likewise, it is not clear from whom 
I !acquired the foreign employer shares in 2014, how he did so by contributing 5 million Chinese 
Yuan, nor is there supporting contemporaneous evidence of this transaction or his contribution. The 
acquisition of shares in a "limited liability company" and the documentation of such a transaction 
through the company's bylaws would be inconsistent with typical laws in the United States controlling 
such matters, yet the Petitioner offers little explanation or supporting documentation to establish how 
the Beneficiary gained ownership of the foreign employer's shares under Chinese law. In immigration 
proceedings, the law of a foreign country is a question of fact which must be proven if a petitioner 
relies on it to establish eligibility for an immigration benefit. Matter of Annang, 14 I&N Dec. 502 
(BIA 1973). Therefore, without further explanation and evidence, we conclude that the submitted 
documentation is insufficient to establish that I owns 100% of the shares of the foreign employer 
as claimed. 
The Petitioner has not established its ownership or that of the foreign employer with sufficient 
supporting evidence. Again, 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. For the foregoing reasons, the 
Petitioner has not established that it has a qualifying relationship with the Beneficiary's foreign 
employer. 
ORDER: The appeal is dismissed. 
2 The "bylaws" of the foreign employer indicated that __ was issued a share certificate number 2 The "bylaws" of the 
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