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LORRAINE · COMPANY EXPANSION

Testing whether an acquired U.S. company has been doing business

USAvisa field guide · 2 minute read Reviewed 7 September 2026

Read the general business expansion overview

THE SHORT ANSWER

Buying a U.S. company that was formed years ago does not settle how an L-1 filing will be treated. The question is what the entity has actually been doing, not how old its incorporation certificate is. Gather the operating history before assuming the filing is an ordinary one, because a company that has been dormant may put the plan in new-office territory, with the consequences that follow.

01

Reconstruct what the entity actually did, with dates

Ask the seller for dated evidence of operations: filed tax returns, payroll records, bank activity, customer contracts, invoices, and the lease or premises arrangement. Annual registration fees paid on time show that an entity continues to exist, not that it has been doing business. Note every gap and its explanation. Record what will continue after closing — customers, staff, premises — since the plan rests on the operation you will have, not the one the seller once had.

02

Prepare for new-office consequences if they apply

Hypothetical example: a foreign company buys a corporation with an old formation date, a mail-forwarding address and no employees for two years. Initial new-office approval is limited to one year, sufficient physical premises must be secured, and an L-1A filing must show the operation will support a managerial or executive role within one year. There is no fixed headcount; the evidence has to make the proposed role understandable in the actual business. Plan now for the evidence an extension would need later.

03

Document the relationship and employment as they will be

After closing, evidence the corporate relationship as it actually is — purchase agreement, share register, resolutions — rather than as the term sheet described it. Set out the transferee's one continuous year of qualifying employment abroad within the relevant three-year period, subject to individual timing, and note that qualifying foreign operations may continue through another qualifying entity in the group rather than the original employer. If specialized knowledge is proposed, that means special knowledge of the organization's interests and their international application, or advanced knowledge of its processes and procedures — not ordinary familiarity.

SOURCE NOTES

Editorial source review: 2026-09-07. General preparation guidance, not an individual assessment.

LORRAINE · BUSINESS EXPANSION

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