Intercompany Relationship in EB-1C: How to Document Shareholding and Control?

In the EB-1C, the appropriate corporate relationship must exist between the foreign company and the U.S. employer. It is not enough to establish this relationship solely through company names, family ties or commercial cooperation. The review is based on the structure within which legal ownership and control exists. ¹

The company examples in this guide are fictitious. The examples should not be used as an automatic suitability formula because a particular share ratio does not produce the same control result in every contract.

First determine what type of relationship is based on

The parent company's ownership and control over the subsidiary company and the same person or group owning and controlling two separate companies are different analyses. A branch may be an extension of the same organization rather than a separate legal entity. It is not enough to just draw a partnership diagram without clarifying which definition the case is based on. ¹

The terms of the relevant definition must be matched with the companies' founding documents and agreements. If different relationship types are used haphazardly in the same file, the ownership and control expression may become unclear. The legal explanation must clearly show what the actual structure is. ¹²

Are share ownership the same as control?

The share ratio is an important start; however, contractual provisions affecting voting rights, board appointment authority, and control are also reviewed. Economic share and management authority may not be exactly the same in every company structure. When giving percentage information, it should be understood which right is being measured. ¹

For example, having a majority stake in one company in another can be a strong basis for a relationship; however, the impact of these shares on the control structure must be documented. In structures with equal partnerships or minority shares, the condition of the relevant subsidiary definition may require more detailed explanation. ¹

Same partners, different rates: Why is a separate review necessary?

In some types of affiliate relationships, it is important that the same group of people own and control the companies in approximately the same proportions. Having the same names in two companies is not enough if the ratios and control structures are different. The fact that family members are partners does not eliminate this analysis. ¹

In a fictitious example, Person A might have sole control of the foreign company while owning only a small minority interest in the U.S. company. Even if the statement "partner in both companies" is true, it does not by itself indicate that the appropriate relationship has been established. It should be examined which definition is met along with voting and management rights.

Parent company model and individual partnership model

A foreign company's ownership and control of a U.S. company can be assessed directly through the parent–subsidiary relationship. On the other hand, if the foreign company itself is not a partner of the US company, a different structure can be examined based on the ownership and control of the individual partners. These two models should not be confused with each other. ¹

If corporate restructuring is being considered, tax, corporate law and commercial consequences should also be considered as separate areas of expertise. A change for immigration eligibility purposes must be compatible with the actual economic and governance structure; It should not create a temporary view that will only be used in the case. ²

What documents can show the relationship?

Incorporation documents, share ledgers, share certificates, partnership or operating agreements, share transfer records and documents explaining management rights can be used together. If there is ownership through intermediate companies, each link in the chain must be shown. The description in a diagram must have its equivalent in the records. ¹

English translations of foreign company documents must be prepared. Partner names, share percentages and change dates should be consistent in the documents. If there are old and new partnership structures, they should not be presented as if they were valid on the same date. ²

Why might commercial cooperation not be enough?

Distributorship, franchise, supply or service agreement can establish strong commercial ties between companies. However, these ties do not automatically transform into the ownership and control relationship that regulation seeks. Two independent companies operating under the same brand may also lack appropriate corporate relationships. ¹

So while customer contracts are valuable evidence of actual activity, they do not serve the same purpose for ownership analysis. The headings “doing business” and “appropriate corporate affiliation” should be kept separately in the case; It should not be assumed that documents belonging to one automatically prove the other. ¹

If the partnership changes during the application

A share transfer, new investor entry, or merger may change the appropriate relationship. The date and actual impact of the change should be evaluated by examining the I-140 together with the stage of current employment status. If the appropriate structure of the initial application is not maintained subsequently, this development should not be considered unimportant. ¹³

The practical goal before applying is to provide documented answers to three questions: Who owns the companies, who controls them, and what definition in the legislation does this relationship meet? If these answers are not obvious, simply drawing a more detailed organizational chart will not solve the problem.