USCIS’s position is clear in that an RC designation (as an
asset) cannot be sold. Whether such was contemplated under
the regulations is, at best, not clear.
Transferring of Ownership of a Regional Center
Transferring ownership of an RC is permitted and is clearly
contemplated in the instructions. In such a scenario, the seller
is selling ownership in the entity that possesses the designation;
the seller would not be “designating” a new entity as an RC. The
author maintains that, since the law is silent and the instructions
to the form contain a “may” as to an amendment, and a “must”
as to the notification of such change within thirty days, only
an email confirming such change is required. The author, in
fact, has knowledge of an email exchange with USCIS, detailed
below, regarding this issue in the sale of membership units of an
already designated RC.
An owner of a designated RC sold a portion of its ownership.
The seller notified CIS via email as required by the form. CIS
insisted that an amendment was required. The seller disagreed
citing the form used the word “may” with respect to the amendment procedure. After approximately one month of dialogue,
USCIS noted that the RC already had an amendment pending
for approximately two months to expand the NAICS Codes
and geographic scope and simply asked the seller to send proof
of the sale. Ultimately, an amendment was not sent with respect
to the specific sale.
Admittedly, it can be argued that USCIS did not require
a specific amendment since there was already one pending.
Nonetheless, the author would again highlight that the instructions to the form contain “may” as it relates to the amendment
process and a “must” as it relates to the notice provision. As
such, we should abide by those distinctions, and so should
USCIS, who created the instruction. Thus, if ownership of
the designated RC entity is sold, only an email notification to
USCIS within thirty days should be required.
Conclusion
It is clear that an RC designation is not freely alienable in
that it cannot be sold as an asset separate and distinct from the
entity with which it is associated. At the same time, the shares
(or membership units) of a designated RC can be sold. The
issue that remains unclear is whether—under the rules, not just
because a USCIS officer advises—an amendment must be filed.
The author believes that filing an amendment grants additional
authority to USCIS that was not intended under the law, or
even the instructions to the Form I-924. For that reason alone,
the author would attempt to avoid an amendment.
★
Jeff Campion is an immigration attorney that works with high net worth
individuals and their immigration structuring in the United States. He also
represents regional centers in formation as well as in project compliance. He is a
principal in the Texas Urban Triangle Regional Center, LLC and the Gulf States
Regional Center, LLC. He can be reached at [email protected].
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