dismissed L-1A Case: Venture Capital

U.S. Citizenship 
and Immigration 
Services 
MATTER OF I-C-(US) INC. 
Non-Precedent Decision of the 
Administrative Appeals Office 
DATE: JAN. 26,2018 
APPEAL OF CALIFORNIA SERVICE CENTER DECISION 
PETITION: FORM 1-129, PETITION FOR A NONIMMIGRANT WORKER 
The Petitioner, a venture capital firm, seeks to temporarily employ the Beneficiary as an associate 
under the L-lA nonimmigrant classification for intracompany transferees. See Immigration and 
Nationality Act (the Act) section 10l(a)(l5)(L), 8 U.S.C. § 110l(a)(l5)(L). TheL-IA 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 that the Beneficiary has been employed abroad, or would be employed in the United States. 
in a managerial or executive capacity. 
On appeal, the Petitioner asserts that the Director did not fully consider the totality of the evidence 
and contends that it demonstrates the Beneficiary acts as a function manager abroad, and that he 
would be employed as a function manager in the United States. 
Upon de novo review, we will dismiss the appeal. 
I. LEGAL FRAMEWORK 
To establish eligibility for the L-1 A nonimmigrant visa classification, a qualifying organization must 
have employed the beneficiary "in a capacity that is managerial, executive, or involves specialized 
knowledge," for one continuous year within three years preceding the beneficiary's application for 
admission into the United States. Section 10l(a)(J5)(L) of the Act. 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. !d. The 
petitioner must also establish that the beneficiary's prior education, training, and employment 
qualify him or her to perform the intended services in the United States. 8 C.F.R. § 214.2(1)(3). 
"Managerial capacity" means an assignment within an organization in which the employee primarily 
manages the organization, or a department, subdivision, function, or component of the organization; 
supervises and controls the work of other supervisory, professionaL or managerial employees, or 
manages an essential function within the organization, or a department or subdivision of the 
organization; has authority over personnel actions or functions at a senior level within the 
Matter of 1-C-(US) Inc. 
organizational hierarchy or with respect to the function managed; and exercises discretion over the 
day-to-day operations of the activity or function for which the employee has authority. Section 
10l(a)(44)(A) of the Act. 
If staffing levels are used as a factor in determining whether an individual is acting in a managerial 
or executive capacity, U.S. Citizenship and Immigration Services (USC IS) takes into account the 
reasonable needs of the organization, in light of the overall purpose and stage of development of the 
organization. See section 10l(a)(44)(C) ofthe Act. 
II. EMPLOYMENT ABROAD IN A MANAGERIAL CAPACITY 
The first issue to address is whether the Petitioner has established that the Beneficiary is employed 
abroad in a managerial capacity, specifically, as a function manager. The Petitioner does not claim 
that the Beneficiary is employed in an executive capacity abroad. 
The term "function manager" applies generally when a beneficiary does not supervise or control the 
work of a subordinate staff but instead is primarily responsible for managing an "essential function·· 
within the organization. See section 10l(a)(44)(A)(ii) of the Act. If a petitioner claims that a 
beneficiary will manage an essential function, it must clearly describe the duties to be performed in 
managing the essential function. In addition, the petitioner must demonstrate that "(l) the function 
is a clearly defined activity; (2) the function is 'essential," i.e .. core to the organization; (3) the 
beneficiary will primarily manage, as opposed to perform, the function; ( 4) the beneficiary will act 
at a senior level within the organizational hierarchy or with respect to the function managed; and ( 5) 
the beneficiary will exercise discretion over the function's day-to-day operations." Malter of G­
Jnc., Adopted Decision 2017-05 (AAO Nov. 8, 2017). 
The Director concluded that the Beneficiary's duties were indicative of an employee providing 
services and performing non-qualifying operational duties. Specifically, the Director found that the 
Beneficiary likely performed the duties related to his function rather than managing the function. 
The Director also stated that the Petitioner did not demonstrate that the Beneficiary has subordinate 
managers and professionals to relieve him from performing non-qualifying operational duties in his 
position abroad. 
On appeal, the Petitioner states that the Director did not consider all of the evidence related to its 
extensive investment operations and activities. The Petitioner contends that the Director disregarded 
the Beneficiary's elevated position within the foreign entity's organizational chart and his wide 
ranging authority to decide on the sourcing of new investments and his subsequent management of 
these investments. The Petitioner further asserts that the Director improperly focused on whether the 
Beneficiary has subordinates to relieve him from non-qualifying duties and indicated that this is not 
required to qualify as a function manager. Regardless, the Petitioner indicates that the Beneficiary is 
supported by operational employees within the foreign entity who assist him with non-qualifying 
operational tasks. 
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Matter of 1-C-(US) Inc. 
The Petitioner stated that the foreign entity is a venture capital firm focused on partnering with 
"visionary entrepreneurs to build the next generation of information technology companies." The 
Petitioner indicated that the foreign entity targets "early-stage and high-growth potential IT 
companies in Digital Media, Internet SaaS and Communications sectors with a target of helping 
entrepreneurs build successful companies in the information technology field."' The Petitioner 
explained that the foreign entity has secured 179 million Canadian dollars in investment in 114 
compames. 
The Petitioner stated that the Beneficiary is the only associate employed by the foreign entity and 
that he reports to the company's managing partner. The Petitioner submitted a foreign entity 
organizational chart indicating that the managing partner supervises two partners, a "partner and 
chief financial officer (CFO)," a principal, the Beneficiary, and a head of talent. In turn, the chart 
shows that one partner supervises a senior analyst, the partner and CFO oversees a director of 
finance and administration, another partner supervises an analyst and the principal oversees an 
analyst and an intern. Further, the director of finance and administration was shown to oversee an 
office manager, an accounting technician, an accounting associate, and an operations analyst. The 
Petitioner stated that the Beneficiary is responsible for an essential function of the foreign entity: 
namely, "sourcing new investments and managing portfolio companies of the [foreign entity].'' 
The Petitioner indicated that the Beneficiary holds a "high-level position" within the foreign entity. 
The Petitioner explained that the Beneficiary devotes 40% of his time to "sourcing new investment 
opportunities," including "managing day-to-day relationships with potential portfolio companies, co­
investors, limited partners and corporate partners,'' "managing a proprietary database of potential 
investments," developing and implementing "new investment approaches,'' and building the "firm's 
brand in spaces of interest, and representing the firm at industry events." The Petitioner also stated 
that the Beneficiary spends 30% of his time "managing [the foreign entity's] portfolio companies," 
including "advising portfolio companies with strategy, hiring, business development and planning 
for future financing" and "serving on portfolio companies· Boards of Directors as a Director or 
Observer.'' 
Further. the Petitioner indicated that 20% of the time the Beneficiary is tasked with ·'managing the 
firm's investment process in the United States, comprising of "overseeing pipeline management, •· 
"managing the investment process," and "managing quarterly updates for tracking, valuations, and 
exit plans for portfolio companies.'· Lastly, the Petitioner stated that the Beneficiary devotes I 0% of 
his time to performing due diligence, including "controlling due diligence from start to finish" such 
as an initial review, valuations, "market research through customer calls,'' "expert interviews."' and 
making "recommendations to [the] investment team and lead[ing] new investment opportunities.·· 
The Petitioner has submitted a duty description indicating that the Beneficiary performs substantial 
non-qualifying operational duties in his capacity with the foreign entity. For instance. the 
Beneficiary's duty description includes several non-qualifying duties that appear directly related to 
the provision of services for the foreign entity and companies in which it invests. including sourcing 
investment opportunities, managing a proprietary database of potential investments, creating and 
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Matter of 1-C-(US) Inc. 
launching brand content and events, advising companies in which the foreign entity invests, 
overseeing a pipeline of investment opportunities, providing quarterly tracking and valuation updates 
for companies, performing due diligence in companies from "start to finish'' including financial 
reviews, models, market research, customer calls, and expert interviews, and making 
recommendations to the investment team. The Petitioner also stated in a support letter that the 
Beneficiary's "role is focused on sourcing new investments, managing due diligence, business plan 
analysis, executing transactions, analyzing select industry subsectors, and supporting portfolio 
companies." 
Beyond the required description of the job duties, US CIS reviews the totality of the evidence when 
examining the claimed managerial or executive capacity of a beneficiary, including the company's 
organizational structure, the duties of a beneficiary's subordinate employees, the presence of other 
employees to relieve a beneficiary from performing operational duties, the nature of the business, 
and any other evidence contributing to understanding a beneficiary's actual duties and role in a 
business. In the case of a function manager with no direct subordinates, other factors considered 
may include a beneficiary's position within the organizational hierarchy, the depth of a petitioner's 
organizational structure, the scope of a beneficiary's authority and its impact on a petitioner's 
operations, the indirect supervision of employees within the scope of the function managed, and the 
value of the budgets, products, or services that a beneficiary manages. See Matter of" Z-A-, Inc., 
Adopted Decision 2016-02 (AAO Apr. 14, 2016). 
On appeal, the Petitioner asserted that the Director "cherry-picked'" operational duties from the 
description and mischaracterized the extent to which the Beneficiary has been performing non­
managerial tasks. As noted above, service provision and operational related duties dominate the 
Beneficiary's duty description. The Petitioner points to the nature of its business, namely the dollar 
amount of the foreign entity's investments, as justification for the Beneficiary's qualification as a 
function manager. However, it appears based on the evidence submitted and the described business 
that the Beneficiary is responsible for identifying new investment opportunities, performing due 
diligence on these potential investments, making "recommendations" to senior management as to 
investment, and advising and observing the companies following investment. The only revenue 
listed in foreign entity financials are charges for "advisory fees," apparently a service provided by 
the Beneficiary based on his duty description. The Petitioner has not identified any other employees 
performing these services for the foreign entity. Indeed, in a submitted biography from the ft1feign 
entity's website, the Beneficiary emphasizes his selling ability. 
In sum, the evidence suggests that the Beneficiary is more likely devoted to sales, financial review, 
and advisory tasks, rather than having wide discretionary authority over an essential function within 
the foreign entity. The Petitioner contends that the Beneficiary acts within a higher level of 
management within the company on par with the foreign entity's six partners. However. the 
Beneficiary is not a partner, and is likely subject to the discretion of the partners, rather than 
independently making investment and business decisions. The Petitioner provides few examples or 
documentation to substantiate the Beneficiary's exercise of independent decision making within his 
asserted function. Moreover, the very nature of the Beneficiary's stated function indicates that it is 
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Matter of 1-C-(US) Inc. 
related to the provrs10n of servrces, or "sourcing new investments and managmg portfolio 
companies." 
The Petitioner has also not adequately substantiated that the Beneficiary acts in a qualifying capacity 
by managing "portfolio companies" in which the foreign entity has invested. The Petitioner states 
that the Beneficiary acts on the board of directors of several portfolio companies, and provided 
evidence related to the Beneficiary's participation on one company's board. However, it is 
noteworthy that the Beneficiary acts on this board along with the managing partner of the foreign 
entity, leaving question as to whether he exercises discretionary authority in this capacity. 
Otherwise, the Petitioner submits no other supporting evidence to substantiate the Beneficiary's 
involvement with other boards, or his discretionary authority in managing the companies in which 
the foreign entity invests. In fact, the Petitioner indicates that the Beneficiary will act as an 
"observer," that he will "make recommendations,'' "assist" these companies, and "facilitate'' 
investment, suggestive of the provision of advisory services rather than management. 
Likewise, although the Beneficiary's resume highlights his involvement in the board of the 
aforementioned company, it otherwise only indicates that he "worked on the firm's new 
investments" in several other companies. The Beneficiary's resume also states that he "supported 
portfolio companies for recruiting, customer acquisition, financial modeling. competitive analysis 
and strategy" and that he "helped structure the firm's Limited Partners' quarterly reporting process, 
valuation process and cash flow management process.'' Again, this document indicates that the 
Beneficiary is "supporting" and "helping" investing companies and his partners. and there is little 
indication that he regularly exercises discretionary authority as to fully managing the foreign entity's 
investment activities as asserted. 
In sum, the submitted duty description and documentation suggests that the Beneficiary has been 
responsible for a substantial amount of the operational aspects of the business, and it has provided 
few examples and little evidence to substantiate that he manages an essential function of the 
organization over which he exercises discretion. The evidence does not indicate that the Beneficiary 
has been relieved from significant involvement in non-qualifying operational tasks and that he 
spends a majority of his time managing a function. An employee who "primarily" performs the 
tasks necessary to produce a product or to provide services is not considered to be "primarily'' 
employed in a managerial capacity. See, e.g., sections I 0 I (a)(44 )(A) and (B) of the Act (requiring 
that one "primarily" perform the enumerated managerial or executive duties): Matter of Church 
Scientology Int '!. 19 I&N Dec. 593, 604 (Comm 'r 1988). 
Moreover, the Petitioner does not document what proportion of the Beneficiary's duties would be 
managerial functions and what proportion would be non-qualifying. The Petitioner lists the 
Beneficiary's duties as including both managerial tasks and administrative or operational tasks. 
which are intermingled in the Beneficiary's duty description and throughout the record. As such, it 
does not sufficiently quantify the time the Beneficiary spends on these different duties. This lack of 
documentation is important because, as we have discussed, the record includes substantial evidence 
reflecting the Beneficiary's performance of non-qualifying operational tasks that cannot be classified 
5 
Matter of 1-C-(US) Inc. 
as managerial duties as defined in the statute. For this reason, we cannot determine whether the 
Beneficiary is primarily performing the duties of a function manager. See IKEA US. Inc. v. U.S. 
Dept. of.Justice, 48 F. Supp. 2d 22, 24 (D.D.C. 1999). 
In fact, based on the Beneficiary's duty description and the evidence submitted, it is not clear what 
managerial tasks he performs. For example, the Petitioner references the Beneficiary's membership 
in company boards in which the foreign entity has invested, but as we have noted, it does not specify 
or document managerial level duties he has performed in this role and has not properly substantiated 
his membership in these boards. Otherwise, the record provides little indication of what managerial 
level tasks the Beneficiary performs. Specifics are clearly an important indication of whether a 
beneficiary's duties are primarily executive or managerial in nature, otherwise meeting the 
definitions would simply be a matter of reiterating the regulations. Fe din Bros. Co .. Ltd. v. Sava. 
724 F. Supp. 1103, 1108 (E.D.N.Y. 1989), a{('d, 905 F.2d 41 (2d. Cir. 1990). 
The Petitioner also asserts that the Beneficiary is supported in his capacity by operational level 
employees listed in the foreign entity organizational chart, including analysts and members of its 
finance department. However, the Petitioner does not articulate what duties he is delegating to these 
employees, nor does it corroborate this assertion with supporting documentation. Absent this 
evidence, it has not demonstrated that the Beneficiary has the support of indirect subordinates who 
relieve him from performing the various non-qualifying operational tasks set forth in his duty 
description. 
Lastly, on appeal, the Petitioner compares the current matter to an USCIS adopted decision 
addressing function managers. See Z-A-, Inc., Adopted Decision at 2016-02. However, we do not 
concur with the Petitioner's assertion that the facts of Matter o{Z-A-. Inc. are similar. For instance, 
the beneficiary in that matter was the vice president and chief operating officer and was acting at the 
highest level of management within his organization. Here, as we have discussed, the evidence 
indicates that the Beneficiary acts at a position lower than the highest levels of the foreign entity's 
management, specifically the company's six partners. 
In addition, the beneficiary in Matter of Z-A-. Inc. was supported by several operational level 
employees abroad who relieved him from performing non-qualifying operational duties in his 
capacity in the United States. In that matter, the beneficiary's managerial capacity abroad was not in 
dispute. Here, the Petitioner has not demonstrated that the Beneficiary is substantially relieved from 
performing his stated operational level tasks by subordinates or other staff within the foreign entity. 
Further, the beneficiary in Malfer of'Z-A-, Inc. performed no apparent non-qualifying tasks, but was 
focused on general policy, strategies, and goals of the organization, and on monitoring sales 
activities, while in this case the Beneficiary appears to be performing the sales activities. In short, 
the petitioner in Matter of Z-A-. Inc. credibly demonstrated that the beneficiary in that matter was 
primarily tasked with managing his function rather than performing the function. In sum, the 
Petitioner has not convincingly demonstrated that the facts of the current matter are comparable to 
Matter of Z-A-. Inc. and that it persuasively establishes the Beneficiary's eligibility as a function 
manager. 
Matter of I-C-(US) Inc. 
As we have discussed in this decision, the Petitioner submitted a duty description and supporting 
evidence indicating that the Beneficiary has been involved in many of the operational matters of his 
asserted function, and it has submitted little evidence to indicate that he exercises discretionary 
authority with respect to an essential function, or that he delegates operational tasks to others. The 
Petitioner has not established, as asserted, that the Beneficiary acts as a function manager for the 
foreign entity. For these reasons, the appeal will be dismissed. 
Ill. U.S. EMPLOYMENT IN A MANAGERIAL CAPACITY 
As noted, the Director also concluded that the Petitioner did not establish that the Beneficiary would 
act in a managerial or executive capacity in the United States. In denying the petition on this 
ground, the Director cited similar reasons as those cited with respect to his foreign employment, 
indicating that the Petitioner did not establish that the Beneficiary would be primarily managing a 
function in the United States, but that he would primarily perform the function. 
We decline to address this issue at length on appeal. The Petitioner sets forth the same duties for the 
Beneficiary in his capacity in the United States as those he performed abroad. Further, the Petitioner 
indicated that the Beneficiary will act in a similar capacity within the petitioning entity, albeit being 
supervised by the Petitioner's only other employee, a partner in the United States. As such. given 
the nearly identical nature of the Beneficiary's stated duties and capacity in the United States and 
abroad, we conclude for the same reasons set forth in the previous section that the Petitioner did not 
establish that the Beneficiary will be employed as a function manager in the United States. For this 
additional reason, the appeal will be dismissed. 
IV. CONCLUSION 
The appeal will be dismissed because the Petitioner has not established that the Beneficiary is 
employed abroad and will be employed in the United States in an executive or managerial capacity. 
ORDER: The appeal is dismissed. 
Cite as Matter o(I-C-(US) Inc., ID# 939637 (AAO Jan. 26, 2018)