dismissed L-1A Case: Trade And Construction

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U.S. Department of Homeland Security 
20 Mass Ave.,N.W., Room A3042 
Washington, DC 20529 
U.S. Citizenship 
and Immigration 
FILE: WAC 03 018 50806 Office: CALIFORNIA SERVICE CENTER Date: ~OV 0 1 ~005 
PETITION: Petition for a Nonimmigrant Worker Pursuant to Section 10 1 (a)(l s)(L) of the Immigration 
and Nationality Act, 8 U.S.C. 9 1 10 1 (a)(15)(L) 
ON 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. 
Administrative Appeals Office 
WAC 03 0 18 50806 
Page 2 
DISCUSSION: The Director, California Service Center, denied the petition for a nonirnmigrant visa. The 
matter is now before the Administrative Appeals Office (AAO) on appeal. The AAO will dismiss the appeal. 
The petitioner, a limited liability company organized in the State of California, is a new office engaging in the 
business of trade, food service, construction and demolition.' The petitioner filed this nonimmigrant petition 
seeking to employ the beneficiary as director of U.S. operations in the capacity of an L-1A nonimmigrant - 
intracompany transferee pursuant to section 101(a)(15)(L) of the Immigration and Nationality Act (the Act), 8 
U.S.C. 9 1101(a)(15)(L). The petition indicates that the petitioner is an affiliate olocated in 
Kecskemet, Hungary. The director denied the petition concluding the petitioner had failed to2emonstrate the 
existence of a qualifying relationship between the foreign and U.S. entities. 
On appeal, counsel contends that the decision of the Citizenship and Immigration Services (CIS) is incorrect 
because the CIS did not understand the business structure and ownership of the two entities. Counsel asserts 
that the two entities have a qualifying relationship both as affiliates and as a parent and a subsidiary. Counsel 
submits additional documentation in support of the appeal. 
To establish L-1 eligibility, the petitioner must meet the criteria outlined in section 101(a)(15)(L) of the 
Immigration and Nationality Act (the Act), 8 U.S.C. § 1101(a)(15)(L). Specifically, within three years 
preceding the beneficiary's application for admission into the United States, 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. 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. § 214.2(1)(3) states that an individual petition filed on Form 1-129 shall be 
accompanied by: 
(i) Evidence that the petitioner and the organization which employed or will employ the alien are 
qualifying organizations as defined in paragraph (l)(l)(ii)(G) of this section. 
(ii) 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 the intended services in the United 
1 It should be noted that according to California State corporate records, the petitioner has completed the 
"winding up" of its affairs and has submitted a Certificate of Cancellation to the Secretary of State. Although 
it appears a Certificate of Cancellation has not yet been issued, it raises the question of the company's 
continued existence and its right to do business as a legal entity in the United States. 
WAC 03 0 18 50806 
Page 3 
States; however, the work in the United States need not be the same work which the alien 
performed abroad. 
The issue in this proceeding is whether a qualifying relationship exists between the beneficiary's foreign 
employer and the U.S. organization. 
The pertinent regulations at 8 C.F.R. 5 214.2(1)(l)(ii) define the term "qualifying organization" and related 
terms as follows: 
(G) Qualzfiing organization means a United States or foreign firm, corporation, or other legal 
entity which: 
(1) 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. 
(I) Parent means a firm, 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. 
(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) 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. 
WAC 03 0 18 50806 
Page 4 
On the L Supplement to Form 1-129, Petition for a Nonimmigrant Worker, and in a letter dated October 1, 
2002, the petitioner stated that the U.S. and foreign organizations are affiliates "because the two companies 
are majority owned by the same individuals." Along with the initial petition, the petitioner submitted copies 
of several amendments to the foreign entity's articles of organization. The latest version of that document, 
entity; there is no information as to the respective percentages of ownership or membership interest of those 
individuals. The petitioner provided a copy of the U.S. entity's articles of organization and fictitious business 
name statement but did not submit any documentation relating to the ownership or control of the U.S. entity. 
In a request for evidence dated February 4, 2003, the director asked that the petitioner submit the following 
evidence to establish a qualifying relationship between the U.S. and foreign entities: (1) annual reports of the 
foreign entity; (2) minutes of meetings for the foreign entity setting forth the company's shareholders and the 
percentage of shares owned, evidencing any discussion to form the U.S. entity and reflecting all shareholders 
of the foreign entity; (3) any feasibility study and business plan prepared for the U.S. entity; (4) proof of stock 
purchase to show that the foreign entity has in fact paid for the U.S. entity, including copies of the original 
wire transfers; (5) minutes of meetings for the U.S. entity setting forth the company's shareholders and the 
percentage of shares owned; and (6) stock certificates of the U.S. entity issued to date. 
In a letter responding to the request for evidence, counsel stated that because the foreign entity is a limited 
liability company rather than a public corporation, there are no annual reports or minutes of meetings 
regarding stock ownership. Counsel resubmitted the foreign entity's company brochure, 2000 and 2001 
annual accounting reports, and articles of organization that were provided with the original petition. Counsel 
also indicated that there were no minutes of meetings for the foreign entity, or feasibility study, relating to the 
formation of the U.S. entity, and submitted instead a business planlexecutive summary for the U.S. company 
prepared by the managing members of the foreign entity. With respect to the foreign entity's investment in 
the U.S. entity, counsel stated that the beneficiary had entered the U.S. with $35,000 in cash intended as start- 
up fund for the U.S. entity, and that the foreign entity has provided further capitalization in the amount of 
$29,761. Counsel included bank statements purportedly evidencing the wire transfers of such funds. With 
respect to ownership of the U.S. entity, counsel stated that as it is a limited liability company, there are no 
minutes of meetings and no stock certificates for the company. Counsel instead submitted a limited liability 
company statement of information and membership certificates for the company. 
In a decision dated June 12,2003, the director denied the petition. The director noted that the petitioner failed 
to provide sufficient evidence relating to the transfer of funds to the U.S. entity, and there is no evidence of 
percentage of ownership. The director acknowledged that the record contains copies of "stock certificates," 
but noted that absent other verifiable documentation, stock certificates alone are insufficient proof of 
ownership and control. Therefore, the director found that the record does not show that the petitioner is a 
subsidiary or affiliate of the beneficiary's foreign employer and concluded that the petitioner has failed to 
establish a qualifying relationship between the U.S. and foreign entities. 
On appeal, counsel asserts that an affiliate relationship also exists between the two entities because both 
entities are owned and controlled by the same two individuals. At the same time, counsel asserts that the two 
entities have a qualifying relationship as a parent and subsidiary because the foreign entity directly owns and 
controls the U.S. entity. Counsel contends that the director's decision is based on a failure to understand the 
WAC 03 0 18 50806 
Page 5 
business structure and ownership of the two entities. Counsel asserts that the director requested 
documentation that would be applicable to large or publicly traded corporations rather than closely-held 
limited liability companies, and improperly based his decision on the petitioner's inability to produce 
documents that did not exist. Counsel also claims that the director's reasoning shows that he only partially 
reviewed the petitioner's documentation and based his decision on "additional" evidence such as the wire 
transfers rather than "direct and primary" evidence concerning the ownership and control of the entities. 
The AAO agrees with the director's conclusion that the petitioner did not provide sufficient evidence 
regarding the ownership and control of the foreign and U.S. entities, and therefore failed to establish that a 
qualifying relationship exists between the two entities. 
The regulations and case law confirm that the key factors for establishing a qualifying relationship between 
the U.S. and foreign entities are ownership and control. Matter of Siemens Medical Systems, Inc., 19 I&N 
Dec. 362 (BIA 1986); Matter of Hughes, 18 I&N Dec. 289 (Comm. 1982); see also Matter of Church 
Scientology International, 19 I&N Dec. 593 (BIA 1988) (in immigrant visa proceedings). In the context of 
this visa petition, ownership refers to the direct and 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 International, 19 
I&N Dec. at 595. 
On appeal, counsel claims that the foreign and U.S. entities "are affiliates because each of the legal entities 
are owned and controlled by the same two individuals, each owning and controlling approximately the same 
share or proportion of each entity, in this case 50.00000% each." The AAO finds that the evidence of record 
is insufficient to support the petitioner and counsel's claims with respect to the ownership and control of the 
foreign entity. The petitioner submitted only two documents relevant to the issue of ownership and control of 
the foreign entity: (1) a document entitled "Amended ArticlesIRegistered Amendments," dated February 15, 
2001, which references the original operating agreement of the company and amends certain information in 
that agreement, and (2) a document entitled "Articles of Organization" which sets forth the operative data for 
the company as of July 15, 2002.~ With respect to the members of the company, the February 15, 2001 
interest held by either individual. As such these documents alone do not conclusively support counsel's claim 
thatandach possess a 50% interest in the foreign entity. The 
petitioner did not submit the foreign entity's complete operating agreement or any similar document that 
might confirm the members' respective membership interests in the company, or set .forth any agreement 
between the members relating to the voting of membership interest, the distribution of profit, the management 
and direction of the company, and any other factor affecting actual control of the entity. See Matter of 
Siemens Medical Systems, Inc., 19 I&N Dec. at 364-365. Without full disclosure of all relevant documents, 
The AAO notes that based on the paragraph numbering in the Amended Articles, it appears that the 
document sets forth only data relating to the company that needed to be updated, and not all of the data that 
would ordinarily appear in the formation or organizational documents of the company. 
WAC 03 0 18 50806 
Page 6 
the AAO cannot conclude that the ownership and control of the foreign entity is as claimed by the petitioner 
and counsel. 
Likewise, the petitioner has not provided sufficient information to establish clearly the ownership and control 
of the U.S. entity. In response to the director's request for further evidence, the petitioner submitted a limited 
liability company statement of information, filed with the Secretary of State of California on October 9, 2002, 
without indicating the percentages of their membership interests. The petitioner also submitted copies of two 
certificates of membership interest, dated August 7, 2002, which indicate that 
each held 50% membership interest in the company.3 However, the certificates have not 
been executed and are therefore of little probative value. Further, the AAO notes that the petitioner has also 
failed to submit the U.S. company's operating agreement, or any similar document that might set forth any 
agreement between the members relating to the voting of membership interest, the distribution of profit, the 
management and direction of the company, and any other factor affecting actual control of the entity. See 
Matter of Siemens Medical Systems, Inc., 19 I&N Dec. at 364-365. Without full disclosure of all relevant 
documents, the AAO cannot conclude that the ownership and control of the U.S. entity is as claimed by the 
petitioner and counsel. 
In all, there is insufficient evidence to support the conclusion that the two entities in this matter are "owned 
and controlled by the same group of individuals, each individual owning and controlling approximately the 
same share or proportion of each entity ..." and are therefore affiliates, as counsel claimed. 8 C.F.R. ij 
2 14.2(1)(1)(ii)(L)(2) (emphasis added). 
Furthermore, counsel's claim on appeal that the two entities "have a qualifying relationship as a parent and 
subsidiary because [the foreign entity] directly owns and control [the U.S. entity]" is incorrect and not 
supported by the evidence of record. The regulations defines a subsidiary as "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." 8 C.F.R. ij 214.2(1)(l)(ii)(K). Here, the 
petitioner has provided no evidence that the foreign entity owns or controls any part of the U.S. entity, but 
instead has claimed, as discussed at length above, that the two entities are owned by two individuals. 
Common ownership of the two entities by the same individuals, if sufficiently documented, would establish 
an affiliate relationship between the two entities, not a parent-subsidiary relationship. 
In light of the foregoing, the AAO concludes that the evidence of record is insufficient to establish that there 
exists a qualifying relationship between the foreign and U.S. entities. 
Beyond the decision of the director, the evidence of record is insufficient to show that the petitioner has 
secured sufficient physical premises to house the new office, as required by the regulation at 8 C.F.R. ij 
3 At the outset, the AAO notes that the director stated that the record contains "stock certificates" of the U.S. 
company. As counsel pointed out on appeal, the documents to which the director referred are actually 
certificates of membership interest in a limited liability company. As such, the director's statement is 
technically incorrect and will be withdrawn. 
WAC 03 01 8 50806 
Page 7 
214.2(1)(3)(v)(A), pertaining to petitions involving a new office. The petitioner submitted a lease with a term 
commencing on October 11,2002 and ending on January 3 1,2003, which lists as the tenant '- 
and jointly and severally, dba: While the two individuals named are the U.S. 
company's members, there is no indication on the face of the lease that the premises are to be used to house 
the new office of the U.S. entity, nor has the petitioner submitted any evidence to support a conclusion that 
such premises are "sufficient physical premises" for the new office. Moreover, the copy of the lease 
submitted has not been executed. Based on the insufficiency of the evidence furnished, it cannot be 
concluded that the petitioner has secured sufficient space to house the new office. For this additional reason, 
the petition may not be approved. 
An application or petition that fails to comply with the technical requirements of the law may be denied by the 
AAO even if the Service Center does not identify all of the grounds for denial in the initial decision. See 
Spencer Enterprises, Inc. v. United States, 229 F. Supp. 2d 1025, 1043 (E.D. Cal. 2001), affd. 345 F.3d 683 
(9th Cir. 2003); see also Dor v. INS, 891 F.2d 997, 1002 n. 9 (2d Cir. 1989) (noting that the AAO reviews 
appeals on a de novo basis). When the AAO denies a petition on multiple alternative grounds, a plaintiff can 
succeed on a challenge only if she shows that the AAO abused it discretion with respect to all of the AAO's 
enumerated grounds. See Spencer Enterprises, Inc. v. United States, 229 F. Supp. 2d at 1043. 
The petition will be denied for the above stated reasons, with each considered as an independent and 
alternative basis for denial. 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. fj 1361. Here, that burden has 
not been met. Accordingly, the director's decision will be affirmed and the petition will be denied. 
ORDER: The appeal is dismissed.