dismissed L-1A Case: Restaurant

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U.S. Department of Homeland Security 
20 Massachusctts Avc., N.W., Rm. A3042 
Washitlgton, DC 20529 
U.S. Citizenship 
and Immigration 
File: SRC-04- 1 69-5269 1 Office: TEXAS SERVICE CENTER Date: JUL 0,7 2005 
Petition: Petition for a Nonimmigrant Worker Pursuant to Section I OI(a)(I5)(L) of the Immigration 
and Nationality Act, 8 U.S.C. 9 1 101(a)(15)(L) 
IN BEHALF OF PETITIONER: 
SELF-REPRESENTED 
INSTRUCTIONS: 
This is the decision of the Administrative Appeals Office in your case. All documents have been returned to 
the office that originally decided your case. Any further inquiry tnust be made to that office. 
I 
obert P. Wiemann, Director 
Administrative Appeals Office 
SRC-04- 169-5269 1 
Page 2 
DISCUSSION: The nonimmigrant visa petition was approved by the Director, Texas Service Center. The 
director certified his decision to the Administrative Appeals Office (AAO) for review. The decision of the 
director will be withdrawn and the petition will be denied. 
The petitioner filed this nonimmigrant petition seeking to extend the employment of its President as an L-IA 
nonimmigrant intracompany transferee pursuant to section 10l(a)(15)(L) of the Immigration and Nationality 
Act (the Act), 8 U.S.C. 5 1 101 (a)(] 5)(L). The petitioner is a corporation organized in the State of Florida that 
operates a restaurant. The petitioner claims that it is the subsidiary of Agropecuaria Varadero C.A., located in 
Barinas, Venezuela. The beneficiary was initially approved for L-I A status in the United States, and the 
petitioner now seeks to extend the beneficiary's stay. 
The director approved the petition, and certified the decision to the AAO for further examination of whether 
the petitioner has established that it has a qualifying relationship with the foreign entity despite the fact that 
the petitioner operates its restaurant under a franchise agreement. 
To establish eligibility for the L-l nonimmigrant visa classification, the petitioner must meet the criteria 
outlined in section IOl(a)(15)(L) of the Act. Specifically, a qualifying organization must have employed the 
beneficiary in a qualifying managerial or executive capacity, or in a specialized knowledge capacity, for one 
continuous year within three years preceding the beneficiary's application for admission into the United 
States. 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, executive, or 
specialized knowledge capacity. 
The regulation at 8 C.F.R. Ij 214.2(1)(l)(ii) provides: 
(G) Quulrhing orgmirution means a United States or foreign firm, corporation, or other 
legal entity which: 
(I) Meets exactly one of the qualifying relationships specified in the definitions of a 
parent, branch, affiliate or subsidiary specified in paragraph (l)(l)(ii) of this 
section; 
(2) Is or will be doing business (engaging in international trade is not required) as 
an employer in the United States and in at least one other country directly or 
through a parent, branch, affiliate, or subsidiary for the duration of the alien's 
stay in the United States as an intracompany transferee; and 
(3) Otherwise meets the requirements of section 101 (a)(15)(L) of the Act. 
(H) Doing business means the regular, systematic, and continuous provision of goods and/or 
services by a qualifying organization and does not include the mere presence of an agent 
or office of the qualifying organization in the United States and abroad. 
SRC-04-169-52691 
Page 3 
(I) Parent means a firm, corporation, or other legal entity which has subsidiaries. 
(J) Brunch means an operating division or office of the same organization housed in a 
different location. 
(K) Subsidiary means a firm, 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, directly or 
indirectly, 50 percent of a 50-50 joint venture and has equal control and veto power over 
the entity; or owns, directly or indirectly, less than half of the entity, but in fact controls 
the entity. 
(L) Afiliule means 
(I) 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, or 
(3) In the case of a partnership that is organized in the United States to provide 
accounting services along with managerial and/or consulting services and that 
markets its accounting services under an internationally recognized name under 
an agreement with a worldwide coordinating organization that is owned and 
controlled by the member accounting firms, a partnership (or similar 
organization) that is organized outside the United States to provide accounting 
services shall be considered to be an affiliate of the United States partnership if 
it markets its accounting services under the same internationally recognized 
name under the agreement with the worldwide coordinating organization of 
which the United States partnership is also a member. 
In the initial petition filed on May 28, 2004, the petitioner indicated that it is the subsidiary of the foreign 
entity, as the foreign entity owns 51 percent of the petitioner's outstanding shares of stock. In an attached 
letter, the petitioner explained that it purchased a franchise in order to operate a restaurant. The petitioner 
submitted its articles of incorporation that reflect that it is authorized to issue 1,000 shares of stock. The 
petitioner provided copies of two stock certificates that show that, on March 8, 2000, the beneficiary acquired 
499 shares of the petitioner's stock, and the foreign entity acquired 501 shares of the petitioner's stock. 
On December 16, 2004, the director requested additional evidence. In part, the director requested that the 
petitioner submit a copy of its franchise agreement with all appendixes and exhibits. The petitioner submitted 
a response dated March 14, 2005. The petitioner provided a copy of a document titled "Franchise Offering 
Circular for Prospective Franchisees" in which the petitioner's franchisor disclosed information about the 
SRC-04- 169-5269 1 
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agreement, yet the copy was missing all even pages that would have appeared between page one and 39. The 
petitioner provided a copy of its franchise agreement, yet the copy did not include the even pages for the bulk 
of the document, including those that would fall between pages five and 49. The petitioner provided a copy 
of its commercial lease as an exhibit, yet pages 32 and 33 were missing. 
On April 9, 2005, the director issued a Notice of Intent to Deny the petition. The director noted that the 
petitioner failed to submit the even numbered pages of the circular, franchise agreement, and exhibits. The 
director afforded the petitioner 33 days to submit complete copies of the franchise offering circular, franchise 
agreement, and exhibits. 
The petitioner submitted a response dated May 7, 2005. The petitioner indicated that it was providing 
complete copies of the franchise agreement, franchise offering circular, and exhibits. However, the copies of 
documents included in the response were missing the same pages as those previously submitted. 
On June 10, 2005, the director approved the petition, and certified the decision to the AAO for further 
examination of whether the petitioner has established that it has a qualifying relationship with the foreign 
entity despite the fact that the petitioner operates its restaurant under a franchise agreement. The director 
examined the franchise agreement to determine whether it affords sufficient autonomy to the petitioner, such 
that the petitioner in fact controls its business operations. The director found that "[tlhe submitted evidence 
appears to indicate that the petitioner has at least as much control over the franchise operations as the 
franchisor." 
Upon review, the director's analysis of the franchise agreement and evidence is appropriate, yet the petition 
may not be approved due to the fact that the petitioner failed to fully respond to the director's requests for 
evidence. See 8 C.F.R. 9 103.2(b)(14). 
The 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 for purposes 
of this visa classification. Matter of Church Scienrolo~y Inrernationul, 19 I&N Dec. 593 (BIA 1988); see ulso 
Mutter of Sietnens Medicd Sy-stems, Inc., 19 I&N Dec. 362 (BIA 1986); Mutfer uf Hughes, 18 I&N Dec. 289 
(Cornm. 1982). In context of this visa petition, 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. Mutfer 
of Church Scientologv Internrrfionul, 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. Additionally, 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 actual 
control of the entity. See Mutler of Sirnlens Medical Systems, Inc., szlpru. Without full disclosure of all 
SRC-04- 169-5269 1 
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relevant documents, Citizenship and Immigration Services (CIS) is unable to determine the elements of 
ownership and control. 
In the instant matter, the petitioner operates its sole business venture under the terms of a franchise 
agreement. The fact that the petitioner operates under a franchise agreement does not, by itself, preclude a 
finding that the petitioner exerts sufficient control over its operations for the purpose of establishing that it has 
a qualifying relationship with the foreign entity. Petitioner's operating as franchisees may establish that they 
have a qualifying relationship with a foreign entity. Yet, the terms of the franchise agreement and related 
documents must be carefully examined in order to determine whether the franchisee exercises ultimate control 
over its business activity. Thus, the director correctly analyzed the submitted portions of the franchise 
agreement and franchise offering circular to discover whether they limit the petitioner's control to the extent 
that the franchisor possesses actual control over the petitioner's business. The director found that the 
agreements entered into the record do not restrict the petitioner's authority over its operations to the point that 
it no longer exercises ultimate control. 
The AAO agrees with the director's analysis of the portions of the agreements that were submitted. However, 
as noted above, the petitioner failed to submit complete copies of the franchise offering circular, franchise 
agreement, and lease. The petitioner failed to provide approximately half of the franchise offering circular 
and franchise agreement despite the fact that the director requested complete copies on hvo occasions. The 
omitted sections may contain provisions that substantially limit the petitioner's control over its business 
activity. 
The regulation states that the petitioner shall submit additional evidence as the director, in his or her 
discretion, may deem necessary. The purpose of the request for evidence is to elicit further information that 
clarifies whether eligibility for the benefit sought has been established, as of the time the petition is filed. See 
8 C.F.R. $5 103.2(b)(8) and (12). The failure to submit requested evidence that precludes a material line of 
inquiry shall be grounds for denying the petition. 8 C.F.R. fj 103.2(b)(14). 
It is necessary for CIS to examine the complete franchise agreement and franchise offering circular in order to 
determine whether the petitioner exercises control over its operations. It is critical in all cases that the 
petitioner fully disclose the terms of any franchise agreements, especially as the agreement relates to the 
transfer of ownership, voting of shares, distribution of profit, management and direction of the franchise, or 
any other factor affecting actual control of the entity. Cx Mutter of Sien~ens Medicrrl Syastem.s, Znc., 19 1$N 
Dec. 362 (BIA 1986). Control must be established before it can be determined whether the petitioner 
possesses a qualifying relationship with the foreign entity. Whether or not the petitioner possesses a 
qualifying relationship with the foreign entity is a material line of inquiry, as such relationship is required in 
order to establish eligibility for L- I A classification. Section 101 (a)(15)(L) of the Act. Thus, the petitioner's 
failure to submit complete copies of the franchise agreement and franchise offering circular precludes a 
material line of inquiry and is grounds for denying the petition. 8 C.F.R. 5 103.2(b)(14). For this reason, the 
petition may not be approved. 
In visa petition proceedings, the burden of proving eligibility for the benefit sought remains entirely with the 
petitioner. Section 291 of the Act, 8 U.S.C. 8 1361. The petitioner has not met this burden. 
SRC-04-169-5249 1 
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ORDER: The decision of the director dated June 10, 2005 is withdrawn. The petition is denied.