dismissed EB-1C Case: Retail

U.S. Citizenship 
and Immigration 
Services 
Non-Precedent Decision of the
Administrative Appeals Office 
Date: DEC. 12, 2023 In Re: 28158068 
Appeal of Nebraska Service Center Decision 
Form 1-140, Immigrant Petition for Alien Workers (Multinational Managers or Executives) 
The Petitioner, a cellphone and accessories retailer, seeks to permanently employ the Beneficiary as 
its general manager 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 )(1 )(C). This classification allows a U.S. employer to permanently transfer a qualified foreign 
employee to the United States to work in a managerial or executive capacity. 
The Director of the Nebraska Service Center denied the petition, concluding that the Petitioner did not 
establish that it had a qualifying relationship with the Beneficiary 's foreign employer or that the 
Beneficiary would be employed in a managerial or executive capacity in the United States. The matter 
is now before us on appeal. 8 C.F.R. § 103.3. 
The Petitioner bears the burden of proof to demonstrate eligibility by a preponderance of the evidence. 
Matter ofChawathe , 25 l&N Dec. 369, 375-76 (AAO 2010). We review the questions in this matter 
de novo. Matter of Christo 's, Inc. , 26 l&N Dec. 537, 537 n.2 (AAO 2015). Upon de novo review, 
we will dismiss the appeal. 
I. LAW 
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 )(1 )(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. § 204.5(i)(3). 
II. ANALYSIS 
The Director denied the petition based, in part, on a finding that the Petitioner did not establish that it 
has a qualifying relationship with the Beneficiary's foreign employer. 
To establish a "qualifying relationship" under the Act and the regulations, 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 related as a "parent and subsidiary" or as "affiliates." See generally 
section 203(b)(l)(C) of the Act; 8 C.F.R. § 204.5(j)(3)(i)(C). 
The regulation and case law confirm that ownership and control are the factors that determine whether 
a qualifying relationship exists between United States and foreign entities for purposes of this visa 
classification. 1 In the context of this visa petition, ownership refers to the direct or indirect legal right 
of possession of the assets of an entity with foll 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.2 
The Petitioner was incorporated in the State of Illinois on I l 2021, and its articles of 
incorporation indicate that 100 shares of common stock have been issued. According to Schedule K-1 
appended to the Petitioner's 2021 Form 1120-S, U.S. Income Tax Return for an S Corporation, the 
Beneficiary held all 100 shares in the company, both at the beginning and at the end of the year, and 
is its sole owner. Form 1125-E, Compensation of Officers, farther indicates that the Beneficiary owns 
100% of the petitioning U.S. company. The record does not contain copies of the Petitioner's stock 
certificates, stock ledger, or other primary evidence of its ownership. 
Although it claims to have a qualifying relationship with ~------..,......,...---~ the 
Beneficiary's foreign employer, the record does not show the common ownership necessary to 
establish a qualifying relationship between the two companies. The Petitioner submitted a "Renewal 
of Registration Certificate" for the foreign entity, identifying.~----,------,--,--------,-~ as the 
"Employer" and indicating that the company's registration certificate under the Telangana Shops and 
Establishment Act was renewed through December 31, 2019. The Petitioner also submitted an 
undated business plan indicating thatl lis the foreign entity's owner, and will serve 
as a silent partner of the Petitioner. The business plan farther indicates that the Petitioner "is a 
partnership business owned byl l."3 We note, however, that 
I 
the business plan is 
I
not an instrument of ownership, and the registration certificate's delegation of
as the "employer" is likewise insufficient to demonstrate who owns and controls 
the foreign entity. 
1 See Matter ofChurch Scientology Int 'I. 19 T&N Dec. 593 (BIA 1988); see also Matter ofSiemens Med. Sys., Inc., 19 T&N 
Dec. 362 (BIA 1986); Matter of Hughes, 18 T&N Dec. 289 (Comm'r 1982). 
2 Matter ofChurch Scientology Int'/, 19 T&N Dec. at 595. 
3 We note numerous discrepancies regarding the spelling of these individuals' names throughout the record. For example, 
the registration certificate states I Iwhereas the busress u)ao states I I and 
I I Similarly, the business plan uses the names . I and I I 
interchangeably. 
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The Director denied the petition, based in part on the determination that the Petitioner had not 
submitted persuasive documentary evidence to show a qualifying relationship between the two 
entities. On appeal, the Petitioner asserts that the Director's decision is erroneous, and claims that the 
Petitioner has the requisite qualifying relationship with the foreirT entitv Tu suooort o"thg·• 
the Petitioner submits a copy of a partnership agreement between.__ ______ ____. and
17dated I l 2021, a labour department "acknowledgement" identifying
C=:J as the foreign entity's employer, and the foreign entity's organizational chart and list of 
employees. 
Upon review, we fin~tioner's assertions unpersuasive. The record indicates that the Petitioner 
was incorporated in L__J 2021, and filed a U.S. tax return for the calendar year 2021 as an S 
Corporation. Schedule K-1 appended to the Form 1120-S indicates that the Beneficiary was the 
Petitioner's sole owner both at the beginning and the end of the year, and the line marked 
"Shareholder's number of shares" indicates that the Beneficiary held all 100 of the shares issued. 
Further, Form 1125-E also states that the Beneficiary owned 100% of the Petitioner. 
While we acknowledge the Petitioner's claim that it is a 50/50 partnership held b~ 
andl l its articles of incorporation and IRS documentation d~e_m_o_n-st-r-at-e-th_a_t_t_h~e 
Petitioner is an S Corporation. To qualify for S corporation status, a corporation may "have only 
allowable shareholders," and such shareholders may "not be partnerships, corporations or non-resident 
alien shareholders." See S Corporations, https://www.irs.gov/businesses/small-businesses-self­
employed/s-corporations. The Petitioner's assertion that it is owned by a partnership is contradicted 
by its articles of incorporation and Form 1120-S, and appears to be without merit based on the 
provisions governing S Corporations that prohibit partnerships from being shareholders. Moreover, 
the partnership agreement indicates that I I resides in India, and therefore would not be 
considered an "allowable shareholder" as he appears to be a "non-resident alien shareholder" under 
the IRS guidance. The Petitioner has submitted conflicting information regarding its ownership, and 
has not resolved these discrepancies in the record with independent, objective evidence pointing to 
where the truth lies. See Matter ofHo, 19 I&N Dec. 582, 591-92 (BIA 1988). 
The burden of proof is on the Petitioner to establish, by a preponderance of evidence, that it meets all 
eligibility requirements, including a qualifying relationship with the Beneficiary's foreign employer. 
The record does not contain copies of stock certificates, stock ledgers, or other primary evidence of 
ownership for either the Petitioner or the foreign entity. Based on this lack of evidence, and the 
unresolved discrepancies noted above, the Petitioner has not supported its claim that the Petitioner has 
a qualifying relationship with the Beneficiary's foreign employer. 
III. CONCLUSION 
The Petitioner has not met its burden of proof to establish a qualifying relationship with the employer 
abroad. Since the identified basis for denial is dis positive of the Petitioner's appeal, we decline to 
reach and hereby reserve its arguments regarding whether the Beneficiary will be employed in a 
managerial or executive capacity in the United States. 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 ofL-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). 
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ORDER: The appeal is dismissed. 
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