dismissed L-1A Case: Investment And Management

MATTER OF A-1-A-M- CO. 
Non-Precedent Decision of the 
Administrative Appeals Office 
DATE: NOV. 23, 2018 
APPEAL OF CAUFORNJA SERVICE CENTER DECISION 
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PETITION: FORM 1-129, PETITION FOR A NONIMMIGRANT WORKER 
The Petitioner intends to operate an "investment and management company." It seeks to temporarily 
employ the Beneficiary as president of its new ottice 1 under the L-1 A nonimmigrant classification for 
intracompany transferees. Immigration and Nationality Act (the Act) section 101(a)(15)(L), 8 U.S.C. 
§ l 10l(a)(15)(L). The L-lA classification allows a corporation or other legal entity (including its 
affiliate or subsidiary) to transfer a qualifying foreign employee to the United States to work 
temporarily in a managerial or executive capacity. 
The Director of the California Service Center denied the petition concluding that the Petitioner did 
not establish, as required, that (1) it had a qualifying relationship with the Beneficiary's foreign 
employer at the time of filing; (2) the new office would support the Beneficiary in a managerial or 
executive position within one year of the petition's approval; and (3) the Beneficiary was employed 
abroad in a managerial or executive capacity. 
On appeal, the Petitioner disputes the three grounds for denial, claiming that it meets all eligibility 
requirements. The Petitioner addresses an inconsistency regarding its ownership, stating that 
information in its original stock certificates is correct and that a conflicting corporate document is 
incorrect because it contains a "demonstrable scrivener's error." 
Upon de novo review, we find that the Petitioner has not overcome two of the three grounds for 
denial. Therefore, we will dismiss the appeal. We will, however, withdraw the Director's finding 
regarding the Beneficiary's proposed position because we find that the Petitioner has provided 
sufficient evidence on appeal to demonstrate the likelihood that it would employ the Beneficiary in a 
managerial or executive capacity within one year of this petition's approval. 
1 The tenn "new office" refers to an organization which has been doing business in the United States for less than one 
year. 8 C.F.R. § 214.2(l)(l)(ii)(F). The regulation at 8 C.F.R. § 214.2(1)(3}(v}(C) allows a "new office" operation no 
more than one year within the date of approyal of the petition to support an executive or managerial position. 
Matter of A-1-A-M- Co. 
I. LEGAL FRAMEWORK 
To establish eligibility for the L-lA nonimmigrant visa classification in a petition involving a 'new 
office, a qualifying organization must have employed the beneficiary in a managerial or executive 
capacity for one continuous year within three years preceding the beneficiary's application for 
admission into the United States. 8 C.F.R. § 214.2(l)(3)(v)(B). In addition, the beneficiary must 
seek to enter the United States temporarily to continue rendering his or her services to the same 
employer or a subsidiary or affiliate thereof in a managerial or executive capacity. Id. 
The petitioner must submit evidence to demonstrate that the new office will be able to support a 
managerial or executive position within one year. This evidence must establish that the petitioner 
secured sufficient physical premises to house its operation and disclose the proposed nature and 
scope of the entity, its organizational structure, its financial goals, and the size of the U.S. 
investment. See generally, 8 C.F.R. § 214.2(1)(3)(v). 
II. QUALIFYING RELATIONSHIP 
The first issue to be addressed in this decision is whether the Petitioner established that it has a 
qualifying relationship with the Beneficiary's employer abroad. 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., one entity with "branch" 
offices), or related as a "parent and subsidiary" or as "affiliates." See generally section 
10l(a)(15)(L) of the Act; 8 C.F.R. § 214.2(1). 
In the petition form, the Petitioner indicated that it and the Beneficiary's foreign employer are both 
50/50 owned by the Beneficiary and his father and are therefore affiliate entities.2 Supporting 
evidence included a translated foreign document identifying the Beneficiary and his father as "the 
soleholders" of the foreign entity, each owning and controlling a 50% share of that entity. 
Regarding its own ownership, the Petitioner provided two stock certificates that were signed in 
February 2018 resulting in the issuance of 50,000 shares - 25,000 shares to the Beneficiary and 
25,000 to his father. The Petitioner also provided a document titled "Action by Unanimous Written 
Consent in Lieu of First Meeting by the Board of Directors," which was signed by the Beneficiary in 
February 2018 and listed him as the sole shareholder owning 50,000 shares for a total purchase price 
of $800,000. The same document named the Beneficiary and his father as president and treasurer, 
respectively, while a third individual was assigned the role of secretary. 
In a request for evidence (RFE) the Petitioner was informed that the record lacked a stock ledger and 
bank receipts to corroborate the information claimed in the petition form and stock certificates. The 
2 The tenn "affiliate" applies when two entities are owned and controlled by the same parent or individual. See 8 C.F.R. 
§ 214.2(1)(1)(L}. 
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Maller of A-1-A-M-Co._ 
RFE therefore instructed the Petitioner to provide, in part, evidence to resolve the inconsistency 
concerning its ownership. 
In response, the Petitioner provided a letter reiterating the claim that it and the foreign entity are 
affiliates and that both are equally owned by the Beneficiary and his father. The Petitioner stated 
that each individual paid $ I 000 in exchange for 25,000 shares of stock; it provided a copy of its 
bank statement highlighting a deposit of$2000, which was made on March 27, 2018, to support this 
claim. "(he Petitioner also resubmitted the document titled "Action by Unanimous Written Consent 
in Lieu of First Meeting by the Board of Directors" with the word "VOID" handwritten in the left­
hand margin next to the shareholder information to indicate that the document was being nullified. 
In addition, the Petitioner provided a new document, executed on June 15, 2018 and titled 
"Amendment to Action by Unanimous Written Consent in Lieu of First Meeting by the Board of 
Directors"; the new document references the February 2018 original version and contains what is 
claimed to be the Petitioner's correct ownership breakdown in which the Beneficiary and his father 
each purchased 25,000 shares of the Petitioner's stock for $1000. 
The Director found that the evidence submitted in response to the RFE was not sufficient to resolve 
the previously noted inconsistency concerning the Petitioner's ownership. The Director correctly 
noted that the amended written consent document was executed afier this petition was filed and 
therefore cannot be used to establish that the Petitioner had the requisite qualifying relationship with 
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the Beneficiary's foreign employer as of May 2018 when this petition was filed. 
On appeal, the Petitioner once again states that a "demonstrable scrivener's error" was responsible 
for an inconsistency between its stock certificates, which showed a 50/50 ownership distribution 
between the Beneficiary and his father, and the original boa_rd consent document, which identified 
the Beneficiary as the Petitioner's sole shareholder. The Petitioner relies on its previously submitted 
bank statement showing a March 2018 $2000 deposit into the Petitioner's bank account as evidence 
that the Beneficiary and his father each contributed $1000 for their respective ownership shares. We 
disagree and find that the Director's conclusion was correct. · 
Regulation and case law 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 l&N Dec. 593 (Comm'r 1988); Maller (~f"Siemens Med. 
Sys .. Inc., 19 l&N Dec. 362 (Comm'r 1986); Matter of Hughes, 18 l&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 Int ·1, I 9 
l&N Dec. at 595. 
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 
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Matter of A-1-A-M-Co. 
total number of shares issued, the exact number issued to the shareholder, and the subsequent 
percentage ownership and its effect on corporate control. 
In the present matter, the Petitioner did not provide a stock ledger and the only evidence of its 
ownership - the two stock certificates and the original written consent document - were inconsistent 
with one another. Although the Petitioner provided bank records showing a $2000 deposit into its 
bank account on March 27, 2018, this transaction took place more than six weeks after the date on 
the stock certificates and thus was not contemporaneous with the stock issuance. Furthermore, the 
bank ledger did not identify the Beneficiary and his father as the sources of the $2000 deposit in 
exchange for their claimed stock ownership. 3 The Petitioner must resolve the above described 
inconsistency 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). A petitioner's unsupported statements are of 
very limited weight and normally will be insufficient to carry its burden of proof. The Petitioner 
must support its assertions with relevant, probative, and credible evidence. See Matter of Chawathe, 
25 I&N Dec. 369,376 (AAO 2010). 
In light of the unresolved inconsistency and the lack of sufficient supporting evidence showing a 
nexus between the March 2018 deposit of $2000 and the Petitioner's stock issuance, we agree with 
the Director's finding that the Petitioner did not establish its ownership and therefore it did not show 
that at tl").e time of filing a qualifying relationship existed between it and the Beneficiary's foreign 
employer. 
III. EMPLOYMENT ABROAD IN A MANAGERIAL OR EXECUTIVE CAPACITY 
Because of the dispositive effect of the above finding of ineligibility based on the lack of sufficient 
evidence showing that a qualifying relationship exists between the Petitioner and the Beneficiary's 
foreign employer, we will provide only a brief discussion of the remaining issue that pertains to the 
Beneficiary's employment abroad. 
The Director determined that the Petitioner did not establish that the Beneficiary was employed 
abroad in a managerial or executive capacity. Based on our review of the Petitioner's supporting 
evidence, including 'the Beneficiary's job description and the foreign entity's organizational and 
management structures within the scope of a gas station and property leasing business, we find that 
the Petitioner has not adequately demonstrated that the Beneficiary assumed a position where the 
primary portion of his time was devoted to performing duties that primarily involved managing an 
essential function or a staff of supervisory or professional employees. Therefore, we agree with the 
Director's finding and will not further address this issue .. 
3 We note that the Petitioner may meet the definition of "affiliate" by showing that the Beneficiary owns all of its shares 
while owning 50% of the foreign entity. See 8C.F.R. § 214.2(1)(1)(L). However, in order to show that it meets this 
definition, the Petitioner must first provide consistent corroborating evidence of its ownership. 
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Maller of A-1-A-M-Co. 
IV. THE BENEFICIARY'S PERIOD OF EMPLOYMENT ABROAD 
Further, when asked about the Beneficiary's employment abroad in the petition form, the Petitioner 
stated that the Beneficiary has worked for its claimed affiliate , 
, since 2001 without interruption. However, U.S. Department of State records show that when 
the Beneficiary applied for a non immigrant visa in 2011, he identified as his 
"present " employer and he did not identify a prior employer. The Beneficiary filed another 
nonimmigrant visa in 2013 where he identified as his "present" employer 
and indicated that he previously worked for . While we are not making an adverse 
determination in this matter based on the information obtained from the U.S. Department of State, 
the Petitioner ' s present claim regarding the Beneficiary's foreign employment is inconsistent with 
the Beneficiary's statements in two previously filed nonimmigrant visa applications. Such 
inconsistencies give cause to question the veracity of the Petitioner ' s statements regarding the 
Beneficiary's claimed uninterrupted employment abroad for approximately 17 years prior the filing 
of this petition . The Petitioner may need to address such inconsistencies in any future petition filed 
on the Beneficiary's behalf. 
V. CONCLUSION 
For the reasons discussed above , we find that the Petitioner has not established that it had a 
qualifying relationship with the'Beneficiary ' s foreign employer at the time of filing and that the 
Beneficiary was employed abroad in a managerial or executive capacity. 
ORDER: The appeal is dismissed. 
Cite as Maller of A-1-A-M-Co., ID# 2383777 (AAO Nov. 23, 2018) 
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