dismissed L-1A Case: Real Estate And Property Management

U.S. Citizenship 
and Immigration 
Services 
Non-Precedent Decision of the
Administrative Appeals Office 
Date: JAN. 16, 2025 In Re: 36068339 
Appeal of California Service Center Decision 
Form 1-129, Petition for a Nonimmigrant Worker (L-lA Manager or Executive) 
The Petitioner, describing itself as a real estate and property management company, seeks to temporarily 
employ the Beneficiary as the chief executive officer of its new office I under the L-lA nonimmigrant 
classification for intracompany transferees. Immigration and Nationality Act (the Act) 
section 101(a)(l5)(L), 8 U.S.C. § l 10l(a)(15)(L). 
The Director of the California Service Center denied the petition concluding the Petitioner did not 
establish that it had a qualifying relationship with the Beneficiary's foreign employer. In addition, the 
Director concluded the Petitioner did not demonstrate that the Beneficiary would be employed in a 
managerial or executive capacity within one year of an approval of the petition. The matter is now 
before us on appeal. 8 C.F.R. § 103.3. 
Upon de novo review, we will dismiss the appeal as the Petitioner did not establish that it had a 
qualifying relationship with the Beneficiary's foreign employer when the petition was filed. 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 ground 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 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). 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. 
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(1)(3)(v)(B). In addition, the beneficiary must seek 
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(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 approval of the petition to support an executive or managerial position. 
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 RELATIONS HIP 
The sole issue we will address is whether the Petitioner established that it had a qualifying relationship 
with the Beneficiary's foreign employer. 
The Petitioner indicated in the L Classification Supplement to the Form 1-129, Petition for a 
Nonimmigrant Worker, that it was a branch office of the foreign employer. The Petitioner further stated 
in the Form 1-129 that 60% of its "stock" was owned by the Beneficiary while the 45% of the foreign 
employer's "stock" was owned by the Beneficiary. The Petitioner also provided a foreign "Turkey Trade 
Registry" document registered on March 24, 20242 stating the following: 
Owns 2200 shares, each valued at 25.00 Turkish 
Lira, totaling 55,000.00 Turkish Lira, [the Beneficiary]: Owns 1800 shares, each value at 
25.00 Turkish Lira, totaling 45,000 Turkish Lira. 
Later in response to the Director's request for evidence, the foreign employer submitted a letter discussing 
its ownership and that of the Petitioner. The foreign employer stated that prior to 2024 it was owned as 
follows: 1) Beneficiary owning 45% of its shares, 2) _____ owning 45% of its shares, and 
3) I Iowning 10% of its shares. The foreign employer further indicated that "at the beginning 
of2024" the shares "would be" redistributed such that the Beneficiary would hold 60% of its shares while 
I lwould hold the remaining 40%. The Petitioner also submitted an "Agreement on Operational 
Control" dated March 21, 2024, stating the following: 
Based on previously agreed arrangement, [the Beneficiary] has authorized to 
temporarily register! !relinquished shares underl Iname. This agreement 
further confirms that, until the Power of Attorney facilitating the transfer of these shares 
to [ the Beneficiary] is received and enacted, the operational control of [ the foreign 
employer], as well as its US affiliate, [the Petitioner], will remain under [the Beneficiary]. 
The Petitioner further provided a foreign employer document reflecting a share transfer dated August 14, 
2024, where transferred 600 shares in the amount of 15,000 Turkish lira to 
the Beneficiary. The document showed that the shareholding structure of foreign employer was
I 40,000 Turkish liras corresponding to 1600 shares and the Beneficiary- 60,000 Turkish 
liras corresponding to 2400 shares. In addition, the Petitioner submitted its membership agreement 
reflecting in schedule A that the Beneficiary had a 60% ownership interest as a result of a 240,000 initial 
2 The petition was filed on May 21, 2024. 
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capital contribution and that I I had a 40% ownership interest following a $160,000 initial 
capital contribution. In the RFE response letter, the Petitioner stated that "we understand that [the 
Petitioner] and [the foreign employer] are affiliates because Mr. I I [the Beneficiary] holds 60% 
ownership in [the foreign employer] and, at the time of filing, 45% ownership interest and de facto control 
of [the foreign employer]." 
In denying the petition and concluding that the Petitioner did not establish a qualifying relationship 
between it and the foreign employer, the Director reasoned that the evidence reflected that the Beneficiary 
owned and controlled 60% of the Petitioner and only 45% of the foreign employer when the petition was 
filed, and therefore, that they did not qualify as affiliates both owned by the same individual. 
On appeal, the Petitioner emphasizes that its ownership, and that of the foreign employer, was dictated 
by legal advice he received when filing the petition. The Petitioner indicates that they did not file a 
complaint against former counsel as the Beneficiary was 
driven by [the] pressing need to attend to immediate personal and family health matters." The Petitioner 
asserts that the Beneficiary "effectively controlled 60% of the shares in the foreign entity" when the 
petition was filed but noted that the shares were not formally registered in his name "due to delays in 
issuing a power of attorney to my brother, I I The Petitioner states that the "trust between 
[him and his brother] as siblings and business partners assured [the Beneficiary] that this temporary 
arrangement would not affect the actual and intended ownership distribution." 
Upon review, the Petitioner did not establish that it has a qualifying relationship with the Beneficiary's 
foreign employer, or more specifically, that there was sufficient common ownership and control between 
the entities to qualify them as affiliates when the petition was filed. 
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 101 ( 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"). 
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'l, 19 I&N Dec. 593 (Comm'r 1988); Matter ofSiemens 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 Int'l, 19 
I&N Dec. at 595. 
In this matter, the Petitioner asserts that it and the foreign employer qualify as affiliates. 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. 
See 8 C.F.R. § 214.2(l)(l)(ii)(L). 
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First, the Petitioner did not submit sufficient evidence to establish its ownership. As general evidence 
of a petitioner's claimed qualifying relationship, a certificate of formation or organization of a limited 
liability company (LLC) alone is not sufficient to establish ownership or control of an LLC. LLCs are 
generally obligated by the jurisdiction of formation to maintain records identifying members by name, 
address, and percentage of ownership, and written statements of the contributions made by each 
member, the times at which additional contributions are to be made, events requiring the dissolution 
of the limited liability company, and the dates on which each member became a member. These 
membership records, along with the LLC's operating agreement, certificates of membership interest, 
and minutes of membership and management meetings, must be examined to determine the total 
number of members, the percentage of each member's ownership interest, the appointment of 
managers, and the degree of control ceded to the managers by the members. Additionally, a petitioning 
company must disclose all agreements relating to the voting of interests, the distribution of profit, the 
management and direction of the entity, and any other factor affecting control of the entity. Matter of 
Siemens Med. Sys., Inc., 19 I&N Dec. 362 (Comm'r 1986). 
Here, the Petitioner only provided an operating agreement reflecting its asserted ownership on a 
schedule, but did not provide other supporting documentation required by caselaw to fully substantiate 
this claimed ownership, such as membership certificates, evidence of capital contributions made, 
meeting minutes, and other relevant supporting evidence. On this basis alone, the appeal will be 
dismissed, nonetheless we will still analyze whether common ownership and control between the 
Petitioner and foreign employer was sufficiently demonstrated based on this asserted ownership. 
We note that the regulations and caselaw require common ownership and control between the 
Petitioner and foreign employer as of the date the petition was filed to establish a qualifying 
relationship. The Petitioner submitted supporting documentation reflecting that there was not common 
ownership and control between it and the foreign entity when the petition was filed necessary to 
establish them as affiliates consistent with the regulatory definition. The Petitioner provided an 
"Agreement on Operational Control" dated March 21, 2024, stating that "the operational control of 
[ the foreign employer], as well as its US affiliate, [ the Petitioner], will remain under [ the Beneficiary]" 
until legal documentation effectuating the transfer was executed. 
However, this document is insufficient to establish that the Beneficiary had control of the foreign 
employer when the petition was filed, particularly since it indicates that his control would "remain," 
despite him previously not having this apparent control. This document also does not formally modify 
the foreign "Turkey Trade Registry" registered on March 24, 2024, reflecting that Mr. owned and 
controlled the foreign employer. In fact, the agreement on operational control questionably was not 
provided in support of the petition and predates the trade registry document indicating that Mr. I I 
held a majority of shares. In addition, there was no apparent consideration paid for the claimed change 
in control to the Beneficiary reflected in the agreement on operational control leaving question as to 
whether this would effectively transfer such control. The Petitioner must resolve ambiguities in the 
record with independent, objective evidence pointing to where the truth lies. Matter ofHo, 19 I&N 
Dec. 582, 591-92 (BIA 1988). 
The Petitioner provided a foreign employer document reflecting that the discussed share transfer did 
not take place until at least August 14, 2024, and it indicates on appeal that this transfer in ownership 
and control was delayed due to issues with counsel and family health issues and not completed prior 
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to the date the petition was filed on May 21, 2024. The Petitioner states on appeal that the Beneficiary 
"effectively controlled 60% of the shares in the foreign entity" when the petition was filed but noted 
that the shares were not formally registered in his name "due to delays in issuing a power of attorney 
to my brother, I I The Petitioner indicates that the "trust between [him and his brother] as 
siblings and business partners assured [the Beneficiary] that this temporary arrangement would not 
affect the actual and intended ownership distribution." However, a familial relationship does not 
constitute a qualifying relationship under the regulations. See Ore v. Clinton, 675 F. Supp. 2d 217, 
226 (D.C. Mass. 2009) (finding that the petitioner and the foreign company did not qualify as 
"affiliates" within the precise definition set out in the regulations at 8 C.F.R. § 214.2(l)(l)(ii)(L)(I), 
despite petitioner's claims that the two companies "are owned and controlled by the same individuals, 
specifically the Ore family"). The "Turkey Trade Registry"document dated March 24, 2024, reflects 
that 2200 of foreign employer shares were owned by Mr. while only 1800 were owned by the 
Beneficiary. The Petitioner has not sufficiently substantiated that this ownership and control in the 
foreign employer was modified, as it claims, prior to the date the petition was filed in May 2024. 
In addition, we acknowledge that the Beneficiary dealt with a family health issue and/or issues with 
his former counsel3 which may have delayed him in completing the necessary documentation to 
change ownership and control of the foreign employer prior to the date the petition was filed. 
Regardless, the eligibility requirement remains, the Petitioner must demonstrate common ownership 
and control between it and the foreign employer when the petition was filed, however, the supporting 
documentation reflects that this was not the case when the petition was filed in May 2024. Further, 
the Petitioner's shifting assertions related to the foreign employer's ownership and control prior to the 
date the petition was filed leave substantial uncertainty as to its ownership during this time. 
The affected party has the burden of proof to establish eligibility for the requested benefit at the time 
of filing the benefit request and continuing until the final adjudication. 8 C.F.R. § 103.2(b )(1 ); see 
also Matter ofKatigbak, 14 I&N Dec. 45, 49 (Comm'r 1971) (providing that "Congress did not intend 
that a petition that was properly denied because the beneficiary was not at that time qualified be 
subsequently approved at a future date when the beneficiary may become qualified under a new set of 
facts."). Again, the Petitioner must resolve discrepancies and ambiguities in the record with 
independent, objective evidence pointing to where the truth lies. Matter ofHo, 19 I&N Dec. at 582, 
591-92. 
For the foregoing reasons, the Petitioner has not established that it and the foreign employer were 
commonly owned and controlled as affiliates when the petition was filed, and therefore, it did not 
demonstrate a qualifying relationship between the entities. 
ORDER: The appeal is dismissed. 
3 To the extent the Petitioner makes an ineffective assistance of counsel claim, we note that they have not complied with 
the requirements described in Matter ofLozada, 19 I&N Dec. 637 (BIA 1988), or established that their former attorney's 
assistance was so deficient they were prejudiced by the performance. See Matter of Melgar, 28 I&N Dec. 169, 171 (BIA 
2020). The Director concluded that the Petitioner did not comply with the requirements of Lozada, indicating that it did 
not show it filed a complaint against its former counsel. The Petitioner does not contest this dete1mination of the Director 
on appeal, as such, we will not analyze it again here. We note that the Petitioner is free to file a new petition where 
common ownership and control is established as of the date of that petition. 
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