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U.S. DEpartment of Homeland .Security 
20 Mass Ave N.W.. Rm. A3042 
Washington. M7 20529 
U.S.Citizenship 
and Immigration 
File: WAC 03 148 52172 Office: CALIFORNIA SERVICE CENTER Date: JN 2b 2005 
Petition: Petition for a Nonimmigrant Worker Pursuant to Section 101(a)(15)(L) of the Immigration 
and Nationality Act, 8 U.S.C. 9 I I01 (a)(] 5)(L) 
IN BEHALF OF PETITIONER: 
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 must be made to that office. 
. . *--;+.-- - 
.?+--* .<--- .-. +-4 
Robert Fwternann, Dlreetor 
Administrative AppeaIs Office 
WAC 03 148 52172 
Page 2 
DISCUSSION: The Director, California Service Center, denied the petition for a nonimmigrant visa. The 
matter is now before the Administrative Appeals Office (AAO) on appeal. The AAO will dismiss the appeal. 
The petitioner seeks to employ the beneficiary temporarily in the United States as an L-IA nonirnmigrant 
intracompany transferee pursuant to section 101(a)(15)(L) of the Immigration and Nationality Act (the Act), 8 
U.S.C. 5 I 101 (a)(lS)(L). The U.S. petitioner, a corporation organized in the State of California, is engaged in 
the import, distribution, and sale of sport shoes and related items and seeks to employ the beneficiary as its 
sales manager. 'The petitioner claims that it is the subsidiary of , located 
in Kowloon, Hong Kong. 
The director denied the petition, determining that the petitioner had failed to establish that the petitioner and 
the organization which employed the beneficiary in Hong Kong were qualifying organizations. 
The petitioner subsequently filed an appeal. The director declined to treat the appeal as a motion and 
forwarded the appeal to the AAO for review. On appeal, the petitioner submits a brief and additional 
evidence which seeks to clarify the petitioner's relationship with the foreign entity. 
To establish eligibility for the L-1 nonimmigrant visa classification, the petitioner must meet the criteria 
outlined in section 10 1 (a)( 1 S)(L) of the Act. Specifically, a qualifying organization must have employed the 
beneficiary in a qualifying managerial or executive capacity, or in st 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. 5 214.2(1)(3) states that an individual petition filed on Form 1-129 shall be 
accompanied by: 
(1) Evidence that the petitioner and the organization which employed or will employ the 
alien are qualifying organizations as defined in paragraph (I)(l)(ii)(G) of this section. 
(iil Evidence that the alien will be employed in an executive, managerial, or specialized 
knowledge capacity, including a detailed description of the services to be performed. 
(iii) Evidence that the alien has at least one continuous year of full time employment abroad 
with a qualifying organization within the three years preceding the filing of the petition. 
(iv) Evidence that the alien's prior year of employment abroad was in a position that was 
managerial, executive or involved specialized knowledge and that the alien's prior 
education, training, and employment qualifies himher to perform thc intended services In 
the United States; however, the work in the Un~ted States need not be the same work 
which the alien performed abroad. 
WAC 03 148 52172 
Page 3 
The primary issue in the present matter is whether the petitioner and the foreign organization are qualified 
organizations as defined by 8 C.P.R. 5 214.2(1)(l)(ii)(G). The regulation defines the term "qualifying 
organization" as 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 (I)(I)(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 I0 l (a)(lS)(L) of the Act. 
Additionally, the regulation at 8 C.F.R. 4 214.2(1)(l)(ii) provides: 
(I) Parent means a finn, corporation, or other legal entity which has subsidiaries. 
(J) Branch means an operating division or office of the same organization housed in a different 
location. 
(IC) 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, directIy or indirectly, 50 percent of a 50-50 
jo~nt venture and has equal control and veto power over the entity; or owns, directly or indirectly, 
less than halfof the entity, but in fact controls the entity. 
{L) Affiliate means 
(I) One of two subsidiaries both of which are owned and controlled by the same parent or 
individual, or 
(2) One of two Iegal 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 andlor consuIting 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 
WAC 03 148 52172 
Page 4 
agreement with the worldwide coordinating organization of which the United States partnership 
is also a member. 
In this case, the petitioner claims that the U.S. entity is the subsidiary of the foreign entity. The director found 
the initial evidence submitted with the petition to be insufficient to qualify the petitioner for the benefit sought 
and consequently issued a request for evldence on April 18, 2003. In the request, the director required the 
petitioner to submit evidence that definitively established its qualifying relationship with the foreign entity.' 
On June 5,2003, the petitioner submitted a detailed response to the director's request which was accompanied 
by supporting documentary evidence regarding the beneticiary's duties and the financial status of the U.S. 
entity. With regard to the qualifying relationship between the U.S. and foreign entities, counsel merely 
submitted a statement regarding the nature of the relationship of the entities accompanied by an excerpt from 
the Immigration taw Services Handbook discussing intracompany transferees. 
Upon review of the evidence submitted, the director concluded that the U.S. entity was not majority owned or 
in the alternative that it was controlled by the foreign entity and was thus not a subsidiary of the foreign entlty 
as defined by the regulations. Specifically, the director noted that the U.S. entity was owned equally by two 
companies, and it had not demonstrated that these entities were engaged in a joint venture, as provided for in 
8 C.F.R. 214.2(1)(1)(ji)(K). Consequently, the director denied the petition on June 16,2003. 
Counsel for the petitioner appealed the decision, asserting that the U.S. entity was in fact a subsidiary of the 
foreign entity. In support of this contention, the petitioner provided an affidavit from the general manager of 
the U.S. entity attesting to the relationship between the entities. 
The regulation and case law contirm 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 ofCfrurch Sciefitology internariorrul, 19 I&N Dec. 593 (BIA 1988); see also 
Matter ofSiemms Medical Systems, Inc., 19 I&N Dec. 362 (BIA 1986); Mutter of Hughes, 18 I&N Dec. 289 
(Comm. 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. Matter 
of Church Scientology, 19 I&N Dec. at 595. 
Upon review of the record of proceeding, the petitioner has not established that it has the required qualifying 
relationship with the foreign entity. 
In this case, the petttioner has prowded documentary evidence outlining the shareholder interests in the U.S. 
and foreign entities, and has supplemented this evidence with explanatory statements which discuss the 
percentages of shareholder ownership. Specitkally, the statements of counsel accompanying the initial 
petition claimed that the U.S. entity is equally owned by the foreign entity and another company. The 
corporate documentation accompanying the petition clearly supports this contention. 
' ?he request for evidence also required the petitioner to submit additional evidence with regard to the 
viability of the U.S. entity, its projected income statement, and a description of the duties of the beneficiary 
and how they qualified her as a manager or executive. 
WAC 03 148 52172 
Page 5 
Upon initial review of the petition, the director found this evidence to be insufficient to establish that the U.S. 
entity was a qualifying subsidiary of the foreign entity, and therefore issued a request for additional evidence 
and clarification on this issue. Specifically, the director stated: 
The evtdence in the record reflects that of Hong 
Kong owns only 50% of the U.S. entity. Theretore, there is insufficient evidence to 
demonstrate that the U.S. entity is a qualifying subsidiary of 
Please clarify. - 
In response to the director's request, counsel subrn~tted a statement dated June 5, 2003, which suggested that a 
joint venture relationship may exist among the parties. Specifically, counsel for the petitioner declared that it 
enclosed a copy of Section IOl(a)(IS)(L) of the Act, which stated that "a 50-50 joint venture may create a 
subsidiary relationship." Counsel indicated that the U.S. entity, a California corporation, was equally owned 
by two parent companies. Although counsel provided no further commentary or evidence with regard to this 
matter, it is clear that this statement was intended to persuade the director that the ownersh~p composition of 
the U.S. entity met the definition of subsidiary. 
On appeal, counsel for the petitioner claims that the director erroneously determined that the U.S. entity was 
not a subsidiary of the foreign entity based on his reliance on the definition of "joint venture" set for& in 
Black's Law Dictianag~. Counsel maintains that the U.S. entity is the subsidiary of the foreign entity by way 
of the foreign entrty's 0~nerShip of 50% of the US, entity, and therefore a qualifying relationship exists 
pursuant to 8 C.F.R. 214.2(1){l)(ii)(K). Counsel simuIlaneously confirms that its relationship with its co- 
owner is not that of a joint venture as defined by the director. 
The definition of subsidiary requires that a parent own, directly or indirectly: 
(I) more than half of the entity and control the entitr. or 
(2) half of the entity and control the entity; or 
(3) 50 percent of a 50-50 joint venture and have equal control and veto power over the entity; or 
(4) less than half of the entity, but in fact controls the entity. 
See 8 C.F.R. 8 214,2/1)(1)(ij)(K), 
The director found that the U.S. and foreign entities met none of the above criteria. The AAO will examine 
the relationship between the U.S. entity and the alleged foreign parent under each of the above criteria in 
order to demonstrate the manner in which the petitioner's relationship with the foreign entity fails to qualify 
under the regulations. 
First, as correctly concluded by the director, the foreign entity does not own more than half of the U.S. entity 
manager which was submitted with the appeal. Consequentty, it is evident that that the fore[@ entity does not 
own more than half of the entity ad conmi the entity. 
WAC 03 148 52172 
Page 6 
Second, although the foreign entity does in fact own half of the U.S. entity, it does not control the entity. This 
fact is confirmed by the declaration of the U.S. entity's enera1 manager, dated June 26, 2003. In this 
declaration, the general manager stater that and the two pmt corporations, "hove equal 
control and veto power over the operation ($[the U.S. entilyl." In addition, no voting agreements or other 
such documents were submitted which would challenge the validity of the manager's claim that control is 
shared equally. Therefore, although the foreign entity does in fact own half of the U.S. entity, it does not 
control the entity. 
Third, the petitioner has not proven that a qualifying relationship exists via the foreign entity's direct or 
indirect ownership of 50 percent of a 50-50 joint venture with equal control and veto power over the entity as set 
forth under 8 C.F.R. 5 214.2(1)(l)(ii)(K). 
On appeal, counsel states that the relationship is not that of a joint venture as defined by the director in the denial. 
The AA0 notes some confusion on the part of counsel with regard to this statement. In the denial, the director 
concluded that although counsel alluded to the term "joint venture" in his response to the request for evidence, the 
evidence did not support a finding that the foreign entity owned a 50 percent interest in a 50-50 joint venture and 
had equal control and veto power with A joint venture, the director stated, is "a partnership between 
organizations in the joint prosecution of a particular transaction for mutual The AAO notes, however, 
that neither the Act nor regulation provides a definition of the phrase "joint venture." However, the 
Commissioner has applied a broad definition of joint venture in a prior decision. The decision in Mutter of 
Hughes states that a joint venture is "a business enterprise in which two or more economic entities from different 
countries participate on a permanent basis." 18 I&N Dec. at 289 (quoting a detinition from Endle J. Kolde, 
international Brrsiness Enterprise (Prentice Hall, 1973). 
The director determined that the record was devoid of evidence suggesting that the business relationship between 
and was that ofa joint venture. On appeal. counsel states that and re engaged 
in a continuing business through the U.S. entity, and specifically states, on page three of the appeal brief, that 
their relationship is not a joint venture as defined by the director. Although counsel's allegation, on its face, 
appears to argue that a joint venture does not exist, the AAO has determined that counsel's objection is with 
regard to the definition of '3oint venture" relied upon by the director in the denial. and not an admission that a 
joint venture does not exist. 
In reviewing the evidence for compliance with the definition of "joint venture," the AAO will look at the 
evidence contained in the record. 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 
ageements 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 Matter of Siemerrs Mrtiicul Sy.stertrs, 
19 I&N Dec. 362. Without full disclosure of a11 relevant documents, CIS is unable to determine the elements 
of ownership and control. 
The petitioner failed to discuss and has not disclosed all agreements between the two parent companies 
relating to the voting of shares, management and direction of the subsidiary, and other factors which would 
"luck's Law Dictionary 753 (5'h Ed. 1979). 
WAC 03 148 52172 
Page 7 
affect control over the subsidiary joint venture as required by Matter r$Siernens. The record contains stock 
certificates and meeting minutes of the shareholders which affirm the 50-50 ownership of the U.S. petitioner 
by the foreign entity and However, as stated above, ownership is but one of two essential factors 
that needs to be establishe in or er to demonshate the existence of a qualifying reIationship. In this matter, 
the petitioncr has failed to provide any voting agreements or agreements pertaining to the management of the 
company whtch wouid establish that the foreign entity exercises the crucial element of control and veto power 
over the U.S. petitioner. The only other document attesting to the relationship and tbe element of controt is 
the statement of the general manager of the petitioner, dated May 2, 2003, which states that "\w]e respectfully 
suggest that the present corporations are both in control of the U.S. subsidiary as 50% ownership is sufficient 
evidence of control in accordance with WS regulations per 'In re Siemens Medical Center, Inc. . . . ."' As 
stated above, however. the decision  TI Mafier r$ Siemens requires disclosure of all relevant agreements 
establishing control. Since no documentation or agreements pertaining to this factor have been submitted, the 
AAO is unable to conclude that the foreibv entity exercises both ownership und control over the U.S. 
petitioner in this matter. Going on record w~thout supporting documentary evidence is not sufficient for 
purposes of meeting the burden of proof in these proceedings. Mtzrrer r.fSqflici, 22 I&N Dec. 158, 165 
(Comm. 1998) (citing Matter of Treustrre Cra) of Cal~jbrniu, 14 l&N Ilec. 190 (Reg. Comrn. 1972)). As a 
result, the general manager's assertion that control exists 1s not sufficient to warrant approval of the petition. 
Although the U.S. ptitioner has established that it is owned by two corporations through equal 50 percent 
ownership interests. it has failed to submit any evidence pertaining to the element of control. As described in 
Muter r$Sirrt~e,v, the joint venture parent company must have the power to prevent action by the subsidiary 
company through exercise of its veto power due to the ownership and control of 50 percent of the voting shares. 
See Matrer ofSiemnerts, 19 I&N Dec. at 364. Without disclosure of all relevant voting and other management 
agreements, this factor cannot be ascertained. 
Finally, the petlhoner has not shown that the foreign entity owns less than half of the U.S. entity but controls the 
entity. As stated above, it is undisputed that the foreign entity shares equal ownership and control interests in the 
U.S. entity with As a result, the petitioner hns not established that it meets the criteria for a qualifying 
subsidiary relationship under 8 C.F.R. $ 2 13.2(1)( 1 )(ii)(K j. 
Based on the evidence presented, it is concluded that the U.S. entity was not a qualifying subsidiary of the 
foreign entity as of the filing date of this petition. and thus did not have a qualifying relationship as required 
by the regulations. 
Beyond the decision of the director, the AAO notes an additional issue not directly addressed pnor to 
adjudication. First, the record is not persuasive in demonstrating that the beneficiary would be employed in a 
managerial or executive capacity as defined at section lOl(a)(44) of the Act. Specifically, the petitioner has 
not established that the beneficiary's subordinates, namely, three sales clerks and a warehouseman, are 
"'The meeting minutes, which of the documents submitted were the most likely ta contam details regarding 
voting af shares and thus control of the company, appear to have hn altered. Specifically, as large yaps 
appear In the document and as some pages do not appear to be part of the same document, the AAO is left lo 
question the reliability of this evidence. Doubt cast on any aspect of the petitioner's prcrof my, of course, 
lead to a reevaluation of the reliability and sufficiency of the remaining evidence offered in support of the vlsa 
petition. Mufter of Ho. 19 I&N Dec. 582, 59 1 {HIA t 988). 
WAC 03 148 52 1 72 
Page 8 
supervisory, professional, or managerial. Although the beneficiary is not required to supervise persome], if it 
is claimed that her duties involve supervising employees, the petitioner must establish that the subordinate 
employees are supervisory, professional, or managerial. See $ lOI(a)(44)(A)(ii) of the Act. For this 
additional 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. 3 1361. Here. that burden has not been met. ,4ccordingly, the 
director's decision w~ll be affirmed and the petition wit1 be denied. 
ORDER: The appeal is dismissed.