remanded EB-1C Case: Software Consulting

U.S. Citizenship 
and Immigration 
Services 
Non-Precedent Decision of the
Administrative Appeals Office 
Date: AUG 08, 2024 In Re: 32460025 
Appeal of Texas Service Center Decision 
Form 1-140, Immigrant Petition for Alien Workers (Multinational Managers or Executives) 
The Petitioner, a software implementation and consulting company, seeks to permanently employ the 
Beneficiary as its chief executive officer (CEO) 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 )( 1 )(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 the record did not establish 
that the Petitioner has a qualifying relationship with the Beneficiary's foreign employer. The matter 
is now before us on appeal pursuant to 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 I&N Dec. 369, 375-76 (AAO 2010). While we conduct de novo review on 
appeal, Matter of Christo 's, Inc., 26 I&N Dec. 537, 537 n.2 (AAO 2015), we conclude that a remand 
is warranted in this case because the Director's decision did not adequately state the specific reasons 
for denial and is therefore insufficient for review . Accordingly, we will withdraw the Director's 
decision and remand the matter for entry of a new decision consistent with the following analysis. 
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; see also 8 C.F.R. § 
204.5(j)(3). 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 or related as a "parent and 
subsidiary" or as "affiliates." See section 203(b )(1 )(C) of the Act. 
The terms "affiliate" and "subsidiary" are defined at 8 C.F.R. § 204.5(j)(2). "Affiliate" means (1) one 
of two subsidiaries both of which are owned and controlled by the same parent or individual, or; (2) 
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. A "subsidiary" is 
a furn, corporation or other legal entity of which a parent owns, directly or indirectly, more than half 
of the entity and controls the entity; or owns directly or indirectly, half of the entity and controls the 
entity; or owns director or indirectly, 50 percent of a 50-50 joint venture and has equal control and 
veto power over the entity; or owns, directly or indirect, less than half of the entity, but in fact controls 
the entity. 
Here, the Petitioner claimed to qualify both as an affiliate and as a subsidiary of the Beneficiary's last 
foreign employer, On appeal, the Petitioner asserts that the Director failed 
to consider all relevant documentation submitted for review and failed to address its claim that the two 
entities have a parent-subsidiary relationship. 
Upon review, the Petitioner's assertions are persuasive. In the decision denying the petition, the 
Director concluded that the Petitioner did not establish an affiliate relationship with the Beneficiary's 
foreign employer, noting that the submitted evidence did not demonstrate that the two entities are 
owned and controlled by the same group of individuals, with each individual owning and controlling 
approximately the same share of proportion of each entity. The Director acknowledged that the 
Beneficiary "may control both the Petitioner and foreign entity" through his partial ownership of both 
companies but provided no further analysis with respect to the first part of the definition of "affiliate" 
at 8 C.F.R. § 204.5(j)(2). The Director also did not acknowledge or address the Petitioner's assertion 
that it is a subsidiary of the foreign entity or the evidence the Petitioner submitted in support of that 
claim. 
An officer's written decision must fully explain the specific reasons for denying a visa petition. See 
8 C.F.R. § l 03.3(a)(i). This explanation should be sufficient to allow the Petitioner a fair opportunity 
to contest the decision and to allow us an opportunity for meaningful appellate review. Cf Matter of 
M-P- 20 I&N Dec. 786 (BIA 1994) (finding that a decision must fully explain the reasons for denying 
a motion to allow the respondent a meaningful opportunity to challenge the determination on appeal). 
Upon review, we agree that the Director's decision does not fully analyze the evidence and arguments 
submitted and therefore does not sufficiently explain the specific reasons for denial. 
While we cannot sustain the appeal based on the record as presently constituted, we will withdraw the 
Director's decision and remand the matter to the Director further consideration and entry of a new 
decision. 
Although the Petitioner claims that it is an affiliate of the foreign entity based on common ownership 
and control by the Beneficiary, the record does not contain sufficient evidence of the foreign entity's 
ownership at the time of filing, a deficiency that was not addressed in the Director's request for 
evidence (RFE) or decision. The Petitioner stated in its initial supporting letter that the foreign entity 
is 99 percent owned by the Beneficiary, with another individual (R.M.) holding the remaining one 
percent interest. However, the only evidence submitted to establish the foreign entity's ownership is 
a list of shareholders prepared by the foreign entity's accountant on July 30, 2019, which states that 
the Beneficiary owns 90 percent (9000) of the company's 10,000 shares and S.K.P. owns the 
remaining 10 percent (1000 shares). The Petitioner has not submitted the foreign entity's formation 
documents, articles of incorporation, stock certificates and ledger, shareholder agreements, or other 
relevant corporate documentation to establish its ownership and control at the time of filing. 
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The evidence submitted to demonstrate the Petitioner's ownership also contains inconsistencies and 
omissions not addressed in the Director's RFE or decision. In its initial supporting letter, the Petitioner 
listed its members, and each member's respective percentage of ownership, as follows: 
Member Ownership interest 
20% (200 membership units) 
35% (350 membership units) 
S.V. 30% (300 membership units) 
15% (150 membership units) 
This is the ownership structure described in the Petitioner's amended and restated operating agreement 
dated February 18, 2021, and reported on the Petitioner's 2022 IRS Form 1120, U.S. Income Tax 
Return, at Schedule G, Information on Certain Persons Owning the Corporation's Voting Stock. 
However, the Petitioner indicated at Form 1120, Schedule K that an Indian entity has a 30 percent 
ownership interest in the company. The Petitioner also reported the foreign entity as its 30 percent 
owner in its Texas Franchise Tax Public Information Reports filed in March 2021 and March 2022. 
Further, we note that the only membership certificates provided for review to date were three 
certificates (numbered I, 2 and 3) issued in February 2020, which indicate that the foreign entity 
owned 300 membership units, while ________ each owned 350 units. The Petitioner 
submitted these certificates at the time of filing despite indicating that the foreign entity owned only 
200 membership units at that time. The Petitioner also resubmitted copies of these same membership 
certificates in response to the RFE, at which time it indicated that the foreign entity owned 450 
membership units following the acquisition of additional membership units in September 2023. For 
these reasons, additional supporting documentation may be needed to clarify the Petitioner's 
ownership, such as evidence showing when and how S.V. acquired their claimed membership interest, 
and copies of all membership certificates the Petitioner has issued to date. 
As the matter will be remanded, the Director should issue a request for evidence affording the 
Petitioner the opportunity to address the inconsistencies and deficiencies in the evidence submitted to 
establish the ownership and control of the U.S. and foreign entities at the time of filing on July 31, 
2023. The Petitioner should also be instructed to explain and document any ownership changes that 
may have occurred since the denial of the petition. 
The Director's new decision should reflect consideration of all relevant evidence and address the 
Petitioner's claim that it qualifies as a subsidiary of the foreign entity, as well as its claim that the two 
entities qualify as affiliates based on common ownership and control by the Beneficiary. If the 
Director denies the petition, the decision must explain the specific reasons for denial in accordance 
with 8 C.F.R. § 103.3(a)(l). 
ORDER: The Director's decision is withdrawn. The matter is remanded for the entry of a new 
decision consistent with the foregoing analysis. 
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