EB-1C Multinational Executive — Restructuring a Swiss-U.S. Operation to Document Qualifying Managerial Capacity with Outsourced Support

IMMIGRATION LAW · SONG LAW FIRM SUCCESS STORY

Client Profile

• Nationality: Swiss. Business owner in her forties (anonymized).
• Non-U.S. career: approximately five years as Managing Director of a Swiss recruitment business.
• U.S. side: 80% ownership of a Florida LLC established in 2021. Recruitment-placement revenue in 2025 and 2026; earlier tax periods report no revenue.
• Capital flow: the Swiss parent has provided documentable financial support to the U.S. LLC.
• Headcount: the U.S. LLC has no direct employees, and the client is evaluating a genuine operational structure built on outsourced recruitment-service providers.

Case Background

In mid-October 2026 the client retained Song Law Firm for an EB-1C (multinational executive) eligibility assessment and pre-filing strategy build-out. Before any I-140 is filed, four questions had to be answered: (1) whether the U.S.-Swiss relationship satisfies the qualifying-relationship requirement; (2) whether the U.S. business meets the doing-business requirement; (3) how to establish executive capacity in a U.S. subsidiary with no direct employees that relies on outsourced providers; and (4) how to document ability to pay the proffered wage.

Legal Issues

First — qualifying relationship. Under INA 203(b)(1)(C) and 8 CFR 204.5(j)(3)(i)(B)-(C), the U.S. petitioner and the foreign employer must stand in a parent-subsidiary, affiliate, or branch relationship, demonstrated through de facto control or common ownership. If the Swiss parent owns the U.S. LLC, or the client individually controls both, an affiliate relationship can be established. Here the client personally holds 80% of the U.S. LLC; the Swiss ownership structure must be mapped before I-140.

Second — doing business. 8 CFR 204.5(j)(2) defines "doing business" as the "regular, systematic, and continuous provision of goods or services." A U.S. agent or empty office is not enough. The 2025 and 2026 placement revenue is helpful, but the earlier no-revenue years need an explanation. USCIS Policy Manual, Vol. 6, Pt. F, Ch. 5, requires the U.S. petitioner to have done business for at least one year before filing and to continue doing business at adjudication. Established 2021, revenue since 2025 — the one-year threshold is met. The remaining task is to document, with invoices, client rosters, bank statements, and tax returns, that the revenue is in fact regular, systematic, and continuous.

Third — managerial or executive capacity. INA 101(a)(44)(A) (executive) and (B) (manager). Executive capacity means directing a major component of the organization, establishing goals and policies, and exercising wide latitude in discretionary decision-making. Managerial capacity means managing an organization, department, or function, supervising other professional or managerial employees, or managing an essential function.

Proving executive capacity in a no-employee LLC is the hardest issue in this file. The lead authority is Matter of Z-A-, 27 I&N Dec. 80 (AAO 2016). Z-A- expressly approved an outsourced-operations model, holding that executive capacity can be shown when the beneficiary directs operational detail through external providers (including personnel supplied by the foreign parent) rather than through directly supervised employees. The fact that daily operations are outsourced is not fatal — in a well-structured file it actually reinforces the executive's strategic function.

Fourth — ability to pay. 8 CFR 204.5(g)(2) requires the petitioner to prove it can pay the proffered wage from filing through adjudication, usually through corporate net income (Form 1120/1120S/1065) or net current assets. A U.S. subsidiary still in revenue-growth mode will usually need to supplement with parent-company credit, formal capital commitments, or similar instruments.

Song Law Firm Strategy

Song Law Firm designed a staged pre-filing restructuring and documentation plan.

• Stage 1 — Qualifying relationship. Clean up the ownership documentation between the Swiss parent and the U.S. LLC so an affiliate relationship is unambiguous. Collect the operating agreement, articles of association, shareholder register, and any voting trust or shareholder agreement.
• Stage 2 — Executive capacity. Draw an organization chart that places the client (CEO/Managing Director) above (a) outsourced recruitment vendors, (b) outsourced accounting/tax, (c) outsourced marketing, and (d) outsourced IT, with each contract rewritten so that the client (or client-approved) directives are the operative decision mechanism.
• Stage 3 — Doing business. Build an evidentiary record of the 2025-2026 placement revenue: invoices, retention agreements, placement records, bank statements, and 1065/1120S tax returns, plus a narrative memorandum establishing that the revenue stream is regular, systematic, and continuous.
• Stage 4 — Ability to pay. Where the U.S. LLC's net income is thin, supplement with a Swiss parent bank letter, parent financial statements, and formal capital-commitment letters. Set the proffered wage conservatively against BLS OES data for Managing Director of Employment Services in Flagler County, Florida.
• Stage 5 — One-year foreign employment. Collect the full documentation set for the client's five years as Managing Director at the Swiss parent: pay slips, Swiss tax filings, social security records, formal board appointment resolutions, and job descriptions.

Current Status

• Initial consultation complete in mid-October 2026. Song Law Firm issued a written eligibility assessment and a fact-pattern questionnaire.
• The ownership, organizational, tax, and outsourcing-contract record is being assembled. Detailed analysis of 2025-2026 U.S. LLC placement revenue is underway.
• Swiss parent-to-U.S. LLC capital flows are being reviewed in parallel for transfer-pricing exposure so that the EB-1C strategy does not create unrelated U.S. tax risk.
• Target I-140 filing is first quarter 2027, followed by derivative applications for the spouse and any children.

Lessons

• EB-1C turns on whether the U.S. subsidiary looks like an executive-and-manager-driven operation. A no-employee entity is not fatal, but outsourcing has to be structured so the executive's strategic and policy function remains visibly inside the beneficiary's role.
• Matter of Z-A- is the foundation for outsourced-operations files. The line officers police is "the executive still runs the executive function" versus "the executive function itself has been outsourced." Each outsourced contract should document the former.
• The doing-business requirement is quantitative (one year) and qualitative (regular, systematic, continuous). Variable or new revenue streams need a narrative and a transaction record that establishes continuity.
• Where the U.S. subsidiary cannot cover the proffered wage out of net income, parent-company letters, credit commitments, and conservative BLS OES wage anchoring fill the gap.
• EB-1C enjoys EB-1 priority-date treatment; non-China, non-India chargeability (here Switzerland) is close to current and supports a short end-to-end timeline for a first-quarter 2027 filing.
• Pre-filing restructuring in a case like this dramatically reduces RFE risk. EB-1C rewards cases that are rebuilt before filing more than cases that are patched after an RFE.