dismissed L-1A Case: Management

U.S. Citizenship 
and Immigration 
Services 
In Re: 7208345 
Appeal of California Service Center Decision 
Form I-129, Petition for L-lA Manager or Executive 
Non-Precedent Decision of the 
Administrative Appeals Office 
Date : FEB. 18, 2020 
The Petitioner seeks to temporarily employ the Beneficiary in the United States as the controller of its 
new office I 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. § 1101(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 record did not 
establish that (1) the Petitioner has a qualifying relationship with the Beneficiary's foreign employer; (2) 
the Petitioner has secured sufficient physical premises to house the new office; and (3) the new office will 
support a managerial or executive position within one year after the approval of the petition . 
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. 
I. LEGAL FRAMEWORK 
To establish eligibility for the L-lA nonimmigrant visa classification for 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(1)(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 . Section 101(a)(15)(L) of the Act. 
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). 
1 The term "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(1)(1)(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 approval of the petition to support an executive or managerial position . 
II. QUALIFYING RELATIONSHIP 
The first issue is whether the Petitioner established that it has a qualifying relationship with the 
Beneficiary's 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 (i.e. 
one entity with "branch" offices), or related as a "parent and subsidiary" or as "affiliates." See section 
10l(a)(15)(L) of the Act; see also 8 C.F.R. § 214.2(1)(1)(ii) (providing definitions of the terms 
"parent," "branch," "subsidiary," and "affiliate"). "Affiliate" means: (1) one of two subsidiaries, both 
of which are owned 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. 
The Petitioner claims that it is an affiliate of the Beneficiary's foreign employer,l,__ __ ----.======1 
I I noting on the Form I-129, Petition for a Nonimmigrant Worker, that I I I wholly owns and controls the foreign entity and the U.S. entity. With the pet1.~ti_o_n_, t-h~e 
Petitioner submitted a stock certificate dated August 9, 2018, showing that I lpaid 
$10,000 in exchange for 10,000 shares of its stock. However, its bank statement dated September 14, 
2018, showed no balance information. With the petition, the Petitioner also submitted its Tennessee 
charter evidencing that it was incorporated on August 9, 2018, and that it is authorized to issue 10,000 
shares of stock. However, the charter does not establish that any its shares have been issued. Thus, 
the initial record did not establish that I I paid $10,000 in exchange for shares of the 
Petitioner's stock. 
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 I&N Dec. 593 (Comm'r 1988); Matter of Siemens Med. 
Sys., Inc., 19 I&N Dec. 362 (Comm'r 1986); Matter o_f 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 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. Matter of Church Scientology Int 'l, 19 
I&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 total number 
of shares issued, the exact number issued to the 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 factor affecting control of the entity. See Matter of Siemens Med. Sys., Inc., 
19 I&N Dec. at 365. Without foll 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, a director 
2 
may reasonably inquire beyond the issuance of paper stock certificates into the means by which stock 
ownership was acquired. Evidence should include documentation of monies, property, or other 
consideration famished to the entity in exchange for stock ownership. As noted above, additional 
supporting evidence could include stock purchase agreements, subscription agreements, corporate 
bylaws, minutes of relevant shareholder meetings, or other legal documents governing the acquisition 
of the ownership interest. In a request for evidence (RFE), the Petitioner was informed that the record 
lacked sufficient documents to corroborate the information claimed on the petition form and stock 
certificate. The RFE therefore instructed the Petitioner to provide, in part, evidence concerning its 
ownership. 
In response, the Petitioner stated that "[ o ]nly limited fonds have been invested into this new business 
venture which have been used to establish a bank account, lease a location, establish license and or 
permits, and order basic supplies." It farther stated that "[f]uture fonding will be invested when the 
beneficiary is able to work in the U.S." It submitted an incomplete copy of its Bylaws which does not 
identify its shareholders. In her denial decision, the Director determined that the evidence was 
insufficient to establish that the Petitioner and the foreign entity are owned and controlled by the same 
individual, or that.__ ______ _. had effective de Jure or de facto control of both organizations. 2 
~eal, the Petitioner asserts that its corporate Bylaws establish that it is owned 100% by I I 
L___J as the owner and President." It also states that it is "submitting financial evidence of the 
business operations for the U.S. entity as evidence of the foreign entity's investment and 100% 
ownership in this subsidiary location." Thus, on appeal, it simultaneously asserts that I I 
~ owns the Petitioner, and that the Beneficiary's foreign employer, 
L__J, wholly owns the Petitioner. These statements conflict with each other, and they conflict with 
the Petitioner's assertion on the petition that ~------_.wholly owns the Petitioner. The 
Petitioner has not resolved inconsistencies 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). 
The Petitioner also submits another copy of its Bylaws on appeal. The new copy includes a signature 
page listing~--------' as the President holding "100% Interest," but the Bylaws are not 
signed. The unsigned document does not resolve the inconsistencies in the record regarding the 
ownership and control of the Petitioner. Id. It also submits its bank statements dated January through 
June 2019. However, bank statements from 2019 do not establish that I lpaid 
$10,000 in exchange for 10,000 shares of the Petitioner's stock in August 2018. 3 
Based on the deficiencies and unresolved inconsistencies discussed above, the Petitioner has not 
established that it has a qualifying relationship with the Beneficiary's foreign employer. 
2 Control may be "de Jure" by reason of ownership of 51 percent of outstanding stocks of the other entity or it may be "de 
facto" by reason of control of voting shares through partial ownership and possession of proxy votes. Matter of Hughes, 
18 I&N Dec. at 289. 
3 The Petitioner must support its assertions with relevant, probative, and credible evidence. See Matter of Chawathe, 25 
l&N Dec. 369, 376 (AAO 2010). 
3 
III. PHYSICAL PREMISES TO HOUSE THE NEW OFFICE 
The next issue to be addressed is whether the Petitioner established that it has secured sufficient 
physical premises to house the new office. When a petitioner indicates that a beneficiary is coming to 
the United States to open a "new office," it must show that it is ready to commence doing business 
immediately upon approval. At the time of filing the petition to open a "new office," a petitioner must 
affirmatively demonstrate that it has acquired sufficient physical premises to commence business. 8 
C.F.R. § 214.2(1)(3)(v)(A). 
The Petitioner filed the Form 1-129 on September 26, 2018. On the Form 1-129, the Petitioner stated 
that the Beneficiary would be employed at.__ ____________ ____. Texas I l The 
Petitioner did not submit a copy of a lease agreement or other evidence related to its physical premises 
at this address. Instead, it submitted a sublease for property located atl I I I Tennessee I I The sublease defined the Petitioner as the "sublesee" andl I I I. as the "sublessor," and indicated that the property shall be used for the "operation of 
sales and distribution of cellphones and cellphone accessories." The sublease indicates that the 
Petitioner "assumes and promises to perform all obligations and covenants of the [sublessor] in the 
Main Lease as they apply to the lease premises" and it incorporates the provisions of the main lease 
into the sublease. 
In the RFE, the Director noted that the record lacks a copy of the main lease and other descriptive 
information concerning the property. She requested that the Petitioner submit evidence to establish 
that it had secured sufficient physical premises for its business. She noted that the Petitioner's business 
plan projects only $2,000 in start-up expenses for rent, yet the sublease requires an annual first-year 
rent of $16,800. 
In response to the RFE, the Petitioner submitted an agreement dated October 4, 2018, to lease property 
located a~ I Tennessee I l Pursuant to the agreement, the Petitioner 
agreed to lease a food and fuel store for a ten-year period at an annual rent of$150,000, and purchased 
inventory for an unknown price with a down payment of $12,500. The agreement states that a "more 
definitive Lease Agreement shall be executed by the parties promptly after the execution of the herein 
Agreement," but the lease was not submitted. The Petitioner also submitted a site feasibility report 
for an unrelated property irj J Georgia, but it did not indicate how the report relates to the current 
petition. 
In denying the petition, the Director acknowledged the new lease agreement, but determined that the 
Petitioner had not shown that it had secured sufficient physical premises to house the new office as of 
the date of filing in September 2018. On appeal, the Petitioner resubmits its agreement to lease the 
food and fuel business onl O I inl I Tennessee, and asserts that it is "evidence of 
the location secured for the U.S. business." It also submits a business license and beer permit issued 
to the Petitioner at thd I location. 4 
4 The Petitioner's business plan indicated that it planned to become "a leading distributor of wireless communications 
services in the! I Tennessee area." Futiher, its sales forecast in its business plan shows that the majority of 
its sales are projected to be cellular phones, cellular phone accessories, and fixed wireless phones. The business plan does 
not show that the Petitioner plans to sell food, beer, and gas. In any future proceedings, the Petitioner must resolve the 
4 
Upon review, the Petitioner did not establish that it had secured sufficient physical premises to house 
the new office as of the date of filing, September 26, 2018. A petitioner must establish that it is eligible 
for the requested benefit at the time of filing the petition. 8 C.F.R. § 103.2(b)(l). A visa petition may 
not be approved at a future date after a petitioner becomes eligible under a new set of facts. Matter of 
Michelin Tire Corp., 17 I&N Dec. 248 (Reg. Comm'r 1978). 
The Petitioner indicated on the petition that the Beneficiary would work in I !Texas, but it did 
not submit a lease for the premises in Texas. Instead, it submitted a sublease for premises located on 
.__ ______ ____,in! I Tennessee. As noted by the Director in the RFE, the Petitioner did 
not submit the main lease for the location; it did not provide a sufficient description of the property; 
and it did not explain how it intended to pay the rent given its low start-up rent expense projection. 
Thus, the sublease for the premises located on.__ _______ __. in I I Tennessee was 
insufficient to establish that the Petitioner secured sufficient physical premises to commence business 
operations at the time of filing. 
Further, the agreement dated October 4, 2018, to lease property located on I lin 
~--~I Tennessee was dated after the petition was filed and, therefore, was insufficient to establish 
that the Petitioner secured sufficient physical premises to commence business operations at the time 
of filing. We note that the Petitioner did not submit the "more definitive Lease Agreement" referenced 
in the agreement, nor did it explain its shift in business from selling cellphones to selling food and gas. 
While the business license, issued on October 3, 2018, and the undated beer permit indicate that the 
Petitioner was licensed to operate a business and sell beer at the I I location, the permits 
do not show that the Petitioner secured sufficient physical premises to commence business operations 
at the time of filing in September 2018. Additionally, given that the Petitioner had projected only 
$2,000 in start-up expenses for rent, it did not explain how it planned to pay the annual rent of $150,000 
and the cost of the inventory. 5 Doubt cast on any aspect of a petitioner's proof may undermine the 
reliability and sufficiency of the remaining evidence offered in support of the visa petition. Matter of 
Ho, 19 I&N Dec. at 591-92. 
Based on the deficiencies and unresolved inconsistencies discussed above, the Petitioner has not 
established that it secured sufficient physical premises to house the new office as of the date of filing. 
IV. RESERVED ISSUE 
The Director also determined that the Petitioner did not establish that the new office would support a 
managerial or executive position within one year of approval of the petition. However, because the 
Petitioner's qualifying relationship with the Beneficiary's foreign employer and the lack of physical 
premises to house the new office are dispositive in this case, we need not reach the other issue and 
therefore reserve it. 
inconsistencies in the record regarding its operations with independent, objective evidence. Matter of Ho, 19 T&N Dec. at 
591-92. 
5 The Petitioner was also obligated to pay rent on the subleased property at.__ _____ _,in~I --~I Tennessee 
through August 2019. 
5 
ORDER: The appeal is dismissed. 
6