dismissed L-1A Case: Travel Agency

U.S. Citizenship 
and Immigration 
Services 
In Re: 8908790 
Appeal of California Service Center Decision 
Form 1-129, Petition for L-lA Manager or Executive 
Non-Precedent Decision of the 
Administrative Appeals Office 
Date: JULY 29, 2020 
The Petitioner, a travel agency, seeks to temporarily employ the Beneficiary in the United States as the 
chief executive officer of its new office 1 under the L-lA 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, as required, that the Petitioner had a qualifying relationship with the Beneficiary's foreign 
employer on the petition's filing date. 
In these proceedings, it is the Petitioner's burden to establish eligibility for the requested benefit. See 
Section 291 of the Act, 8 U.S.C. § 1361. Upon de nova review, we will dismiss the appeal. 
I. LAW 
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 
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). 
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)(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 Director denied the petition based on a determination that the Petitioner did not establish that it 
had a qualifying relationship with the Beneficiary's foreign employer on the petition's filing date. 
To establish a "qualifying relationship" under the Act and the regulations, a 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 generally 
section 101(a)(15)(L) of the Act; 8 C.F.R. § 214.2(1). 
The regulation and case law confam 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. See Matter of Church Scientology Int 'l, 19 I&N Dec. 593 (BIA 
1988); see also Matter of Siemens Med. Sys .. Inc., 19 I&N Dec. 362 (BIA 1986); Matter of Hughes, 
18 I&N Dec. 289 (Comm'r 1982). In the 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 o_fChurch Scientology Int'!, 19 I&N Dec. at 595. 
The Petitioner filed the petition in February 2019. Nigerian co[orate documentation from 2015 shows 
that the Beneficiary owns 60% of shares in the foreign entity I), and her 
spouse owns the remaining 40%. The Petitioner claimed the following ownership of the U.S. entity: 
• 50% l,__ __ -----.,_,I 
• 30% The Beneficiary 
• 20% The Beneficiary's spouse 
The above structure would indicate that the two companies had, effectively, the same ownership, with 
the Petitioner directly or indirectly owning 60% of each company, and her spouse owning the rest. 
But the Petitioner's initial submission did not include documentation of the ownership or control of 
the etitioning U.S. entity. The Petitioner did submit a "Special Resolution" from October 2018 by 
indicating that the petitioning U.S. entity "shall be a subsidiary ofl I t-----~---, 
The Director advised the Petitioner that the record did not establish the ownership of the U.S. entity. 
In response, the Petitioner submitted co=ies of share certificates and a stock ledger, consistent with 
the amounts claimed above. I I purchased its shares in January 2019; the Beneficiary and 
her spouse purchased their shares in May 2019, nearly two months after the Director requested 
evidence of ownership. 
A petitioner must meet all eligibility requirements at the time of filing the petition. See 8 C.F.R. 
§ 103.2(b)(l). In this instance, the evidence indicates that I I was the Petitioner's sole 
shareholder at the time of filing. This establishes ownership, but not control. 
2 
The Petitioner's bylaws indicate that "each Stockholder will be entitled to one vote for each share of 
stock held by that Stockholder, except for[ JI I which 
is deemed to have one extra vote." This arrangement would give I I "a tie-breaking vote" 
and, thus, de facto control over the petitioning entity, but the bylaws are dated June 2019, several 
months after the February 2019 filing date. The Petitioner did not adopt these bylaws until after the 
Director requested evidence of the Petitioner's ownership and control. 
In the denial notice, the Director found that bylaws created after the filing date cannot retroactively 
show that the Petitioner met all requirements at the time of filing. 
On appeal, the Petitioner contends that, although it did not adopt its bylaws until June 2019, it 
nevertheless adhered to the voting procedures before the adoption of those bylaws. This unverified 
and unverifiable after-the-fact assertion cannot meet the Petitioner's burden of proof to show that 
qualifying circumstances existed at the time of filing. 
The Petitioner's articles of incorporation, filed in October 2018, state: "The number of directors of 
the corporation shall be 3 which number may be increased or decreased pursuant to the bylaws of the 
corporation." The Petitioner essentially concedes that it had no bylaws prior to June 2019, and 
therefore the Petitioner had three directors at the time of filing. Two of the named directors are the 
Beneficiary and her spouse, with the third being the corporation's registered agent. The Petitioner has 
not established that, before the formulation and approval of bylaws, control of the company lay with 
I I rather than with the company's three directors. The Beneficiary controls! I as 
ma1onty shareholder, but the other two directors - including one with no ownership stake m 
I I- had the ability to outvote her on issues pertaining to the petitioning U.S. entity. 
The Petitioner has not established that it had a qualifying relationship with the foreign entity on the 
petition's filing date. We will dismiss the appeal for this reason. 
III. OTHER ISSUES 
Beyond the above issue, which forms the basis for our dismissal of the appeal, we note other issues 
material to eligibility for the benefit sought. First, we note that a petitioner must show that its intended 
new office will suppmi an executive or managerial position within one year of the approval of the 
petition. To this end, a petitioner must established the proposed nature of the office describing the 
scope of the entity, its organizational structure, and its financial goals. See 8 C.F.R. 
§ 214.2(1)(3)(v)(C)(J). 
At the time of filing, the Petitioner's business plan indicated that the company would hire two 
employees subordinate to the Beneficiaiy during the first year of operations. Specifically, the 
company would hire a manager and a travel agent. The Petitioner did not establish that a company 
with one first-line employee would require two layers of management. 
After the Director issued a request for evidence, the Petitioner modified its organizational plans, 
indicating that it would also hire an office assistant during its first month of operations. The Petitioner 
also identified a number of outsourced service providers not previously mentioned. A petitioner may 
not make material changes to a petition that has already been filed in an effort to make an apparently 
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deficient petition conform to requirements. See Matter of Izummi, 22 I&N Dec. 169, 175 (Comm'r 
1998). As such, these post-filing changes cannot overcome deficiencies that existed at the time of 
filing. Furthermore, the Petitioner did not explain how these changes would affect the prior financial 
forecast. 
While not a basis for dismissal of the appeal, we also note additional relevant infmmation regarding 
the Beneficiaiy' s past employment. By law, the Beneficiaiy must have at least one continuous year 
of qualifying experience abroad with a qualifying entity during the three years immediately preceding 
the filing of the petition. See section 101(a)(l5)(L) of the Act. The Petitioner states that the 
Beneficiary earned this experience as chief executive officer ofl I 
However, in 2015 and again in 2017, the Beneficiary appeared at the U.S. Consulate i~ I Nigeria, 
to apply for a nonimmigrant visa. On both occasions, when asked about her current employment, the 
Petitioner identified herself as the executive director of I I She 
did not mention! I 2 These two inconsistent employment histories raise questions that the 
Petitioner must address in any proceeding in which her 2015-2017 employment history is a material 
issue. 
IV. CONCLUSION 
Because the Petitioner has not satisfactorily established a qualifying relationship withl.__ ___ _.l as 
of the filing date, we will dismiss the appeal. 
ORDER: The appeal is dismissed. 
2 The Petitioner's business plan discusses the Beneficiary's employment history, indicating that she "served in a non-
executive capacity in various companies such asl [" 
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