dismissed L-1B Case: Law

U.S. Citizenship 
and Immigration 
Services 
Non-Precedent Decision of the
Administrative Appeals Office 
Date: JULY 9, 2024 In Re: 29571799 
Certification of California Service Center Decision 
Form 1-129, Petition for a Nonimmigrant Worker (L-lB Specialized Knowledge Worker) 
The Petitioner is a law firm that seeks to employ the Beneficiary temporarily in the position of "Vice 
President Legal" under the L-lB nonimmigrant classification for intracompany transferees. See 
Immigration and Nationality Act (the Act) section 101(a)(15)(L), 8 U.S.C. § 1101(a)(15)(L). 
The Director of the California Service Center denied the petition, concluding that the record does not 
show that the Petitioner and the Beneficiary's employer abroad, 
have a qualifying relationship. The matter is now before us on certification pursuant to 8 C.F.R. 
§ 103.4(a). 
The Petitioner bears the burden of proof to demonstrate eligibility by a preponderance of the evidence. 
Matter ofChawathe, 25 I&N Dec. 369, 375-76 (AAO 2010). We review the questions in this matter 
de novo. Matter of Christo 's, Inc., 26 I&N Dec. 537, 537 n.2 (AAO 2015). Upon de novo review, 
we will affirm the Director's denial of the petition. 
I. LAW 
To establish eligibility for the L-lB nonimmigrant visa classification, 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 specialized knowledge capacity. Section 101(a)(15)(L) of the Act. 
A qualifying organization must have employed the beneficiary 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). 
To establish a "qualifying relationship," the 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 section 101(a)(15)(L) of the Act; 
see also 8 C.F.R. § 214.2(1)(1)(ii) (providing definitions of the terms "parent," "branch," "subsidiary," 
and "affiliate"). 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). 
TI. QUALIFYING RELATIONSHIP 
The sole issue 
to be addressed is whether the Petitioner established that it has a qualifying relationship 
with ___________ the Beneficiary's foreign employer. 
A. Factual Background 
In a supplemental Isupporting statement to the nonimmigrant petition, the Petitioner describes I 
as "an international legal practice ("the Firm")" with its headquarters inl IEngland and 
local offices operating throughout Europe, Asia and the United States. The Petitioner states that the 
Firm is set up under the Swiss verein structure, 1 which is comprised of 11 member firms, 2 including
I I It further states that the member firms operate under a "global brand" that uses "a consistent 
and cohesive approach to client services" and offers the brand's global clients "cross-sector, cross­
jurisdictional expertise to meet all their business and legal needs in each jurisdiction in which they 
operate." 
The Petitioner clarifies, however, that it is not a member of the Swiss verein and explains that it was 
established in 2021 as a "service company" whose purpose is to support the Firm's U.S.-based clients 
with a "significant business presence or extensive business activities outside the United States." 
Further, the Petitioner states that it does not provide U.S. legal representation or advise on U.S. law, 
but rather facilitates business development activities through foreign-credentialed lawyers who 
assume "the role of external international general counsel, advising our U.S.-based clients on foreign 
legal requirements in the international jurisdictions in whichl !operates." 
B. Analysis 
In describing its ownership structure, the Petitioner states and offers evidence to show that it is wholly 
owned by ____________________ which in tum is owned in equal 
shares by each of its verein-member firms. By virtue of being among the verein-member firms,D 
the Beneficiary's foreign employer, indirectly holds an equal minority ownership interest in the 
U.S. Petitioner. The Petitioner recognizes that law firms are not subject to the regulatory provisions 
that enable the formation of a qualifying relationship within the context of a Swiss verein structure. 
See 8 C.F.R. § 214.2(l)(l)(ii)(L)(3). The Petitioner also recognizes that I I the Beneficiary's 
foreign employer, is not a majority owner. However, the Petitioner highlights that it is not a member 
of the verein structure and claims that "the specific set[-]up of the U.S. Petitioner has resulted in the 
establishment of a qualifying parent-subsidiary relationship between our foreign verein-member firms 
and the Petitioner." 
1 The Swiss verein is a type of legal structure which in the present case involves an international association of foreign law 
firms that operate under the I I brand, contribute a portion of their profits to a centralized budget, and are 
subject to common governance. 
2 Although the Petitioner initially claimed that it was part of a Swiss verein structure that was comprised of ten member 
firms, on appeal it has clarified and provided evidence to show that the initial supporting statement did not accurately 
describe the international firm's verein membership, which consisted of 11, rather than 10 member firms at the time of 
filing. More specifically, the record shows that an eleventh firm became a member of the verein in March 2022, which 
preceded this petition's March 2023 filing date. Because the addition of an eleventh member firm is not material, the error 
in the initial supporting statement need not be further addressed. 
2 
To establish a "qualifying relationship," the 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 that they are related as a "parent and subsidiary" or as "affiliates." See section 
10l(a)(15)(L) of the Act; see also 8 C.F.R. § 214.2(1)(1)(ii)(I)-(L) (providing definitions of the terms 
"parent," "branch," "subsidiary," and "affiliate," respectively). As noted above, the Petitioner claims 
that the nature of its qualifying relationship is that of a parent and subsidiary with I las the parent. 
A parent-subsidiary relationship can be formed through direct or indirect ownership by the parent 
entity where the latter owns half, more than half, or less than half of and has control over the subsidiary, 
or a parent-subsidiary relationship can be formed through a 50-50 joint venture where the parent owns 
50% of a joint venture and has equal control and veto power over the subsidiary entity. See 8 C.F.R. 
§ 214.2(1)( l )(ii)(K). 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. See, e.g., Matter of Church Scientology Int'l, 19 I&N Dec. 593 (Comm'r 1988); 
Matter ofSiemens Med. Sys., Inc., 19 T&N Dec. 362 (Comm 'r 1986); Matter ofHughes, 18 T&N Dec. 
289 (Comm'r 1982). Case law further confirms that ownership and control "must be the same" for 
the parent and subsidiary in a parent-subsidiary relationship. See Matter ofChurch Scientology Int 'l, 
19 T&N Dec. at 595. 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. Id.; see also 6 
USCTS Policy Manual, A.2, https://www.uscis.gov/policy-manual/volume-2-part-l-chapter-6. 
Essential to the element of control is "whether the same individual( s) or organization owns enough of 
the assets of both entities to enable the individual( s) or organization to control the management and 
operations of both entities." Id. at 596. 
Here, despite I Iminority ownership alongside ten other law firms with the same respective 
ownership interests, the Petitioner claims that I !qualifies as its parent. The Petitioner asserts 
that "the common governance and voting structures ofthe0Verein satisfy the lenient standards for 
de facto control for the purpose of L-1 eligibility." We disagree that the ownership and control 
structure documented in this matter equates to de facto control by I I the claimed parent entity. 
While we agree that majority ownership is not necessary to establish de facto control and assume the 
role of the parent entity, the record does not show that I I has de facto control over the 
management of the petitioning entity. See Matter ofHughes, 18 T&N Dec. at 293. 
To establish de facto control by the Beneficiary's foreign employer, the Petitioner must provide 
evidence that the claimed parent entity has partial ownership of the Petitioner's shares which it controls 
"by possession of proxy votes," thereby establishing the Petitioner as "subordinate to the control of'' 
I I Id. Equally relevant are "all agreements relating to the voting rights of owners, the 
distribution of profits, the management and direction of the petitioning company, and any other factor 
affecting actual control of the [subsidiary] entity." 6 USCIS Policy Manual, A. 1, 
https://www.uscis.gov/policy-manual/volume-2-part-l-chapter-6. 
The Director's adverse decision is premised on two key findings: that the claimed parent entity does 
not have de Jure control through majority ownership of the Petitioner's stock, and alternatively, that it 
does not have de facto control of the Petitioner through irrevocable proxy votes or by some other 
3 
means that satisfies the requisite element of control over the U.S. entity. Regarding de facto control, 
the Director highlights Clause 64 of the Regulations of ____ Verein, which outlines 
provisions for termination of a firm's verein membership. The Director determined that by virtue of 
making provisions that allow a member firm to unilaterally voluntarily terminate its membership, any 
right to control the Petitioner is revocable and thus substantially different from the control derived 
from an irrevocable proxy agreement. While we recognize Clause 64's potential to impact the verein's 
membership composition thereby impacting who controls the Petitioner, we do not find the provisions 
of this clause to be dispositive or impactful on the critical issue of who controlled the petitioning entity 
at the time of filing. See 8 C.F.R. § 103.2(b)(l) (requiring that eligibility be established at the time of 
filing and continuing throughout the adjudication). Although provisions in the verein regulations 
would theoretically enable I Ito terminate its membership at some future time, we note that there 
are other provisions that are more compelling to this analysis. 3 
The Director also highlighted provisions in Clauses 25 and 35 of the D Verein regulations, which 
discuss the quorum for meetings concerning the verein's governing bodies - the International Board 
and International Council. However, because these provisions pertain specifically to the control and 
governance of the verein itself, they are not relevant to the issue that is central to this discussion, which 
is whether I one of 11 D Verein members, has de facto control over the Petitioner. 
More to the point of the issue of control is the Director's discussion of Clause 3 7 .1 of the verein 
regulations, which outlines a tiered voting scheme in deciding on resolutions that are brought before 
the International Council. Namely, Clause 37.1 states that a member firm's revenue will be used to 
determine the number of votes a member firm will be allotted in voting on council resolutions, thus 
indicating that voting control is subject to change based on the member-firms' changes in revenue. In 
other words, to the degree that a member-firm's revenue may undergo changes relative to that of other 
member-firms, so may the weight of a member-firm's votes. Such a tiered voting scheme further 
undermines the Petitioner's claim that I its claimed parent entity, has de facto control to direct 
the Petitioner's management and operations. An alteration in the vote distribution based on changing 
revenue would potentially change the level of control that an entity might have, resulting in a shift in 
de facto control. 
In sum, the Director was correct in determining that the record lacks evidence establishing that 
c=]has de facto control over the Petitioner. On certification, the Petitioner does not adequately 
address or satisfy this evidentiary deficiency. The Petitioner further discusses the role and governance 
of the underlying verein structure, stating that the firms themselves are "commonly controlled by two 
leadership and governance bodies, the International Council [] and the International Board" which are 
comprised of "senior individuals from each verein-member firm." Furthermore, the Petitioner states 
that it is wholly owned in equal proportion by each of the [11] verein-member firms" and explains 
that it and its direct parent entity, "contract with each verein-member firm to provide various 
services and incur costs and liabilities on behalf of the international organization." However, the 
Petitioner neither claims nor offers evidence to show that is controlled by an individual member firm. 
Therefore, while the record indicates that the Beneficiary's foreign employer is one of 11 firms that 
3 Any L-1 petitioner that undergoes a change rendering it ineligible for the L-1 classification either after the petition has 
been filed or after it is approved, would be subject to denial if its petition is not yet approved and would be subject to 
revocation in the event of an approved petition. See 8 C.F.R. § 103.2(b)(l); see also 8 C.F.R. § 214.2(1)(9) (outlining 
grounds for automatic revocation and revocation on notice). 
4 
likely partakes in directing and managing the petitioning entity as an asset of the Verein members 
to whom the Petitioner provides professional services on a contractual basis, the record lacks evidence 
to show that I I has de facto control of the Petitioner to establish a qualifying relationship. 
III. CONCLUSION 
In sum, we conclude that the Petitioner has not demonstrated that its relationship with the Beneficiary's 
foreign employer qualifies as that of parent-subsidiary. As such, it has not established that it has the 
requisite qualifying relationship to qualify for an L-1 nonimmigrant petition. Therefore, we will affirm 
the Director's decision, dated August 2, 2023. 
ORDER: The petition is denied. 
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