Who does what
General partner and managing member
Also called GP, managing member, manager of the NCE.
The general partner of a limited partnership, or the managing member or manager of a limited liability company, is the party that controls the EB-5 new commercial enterprise and decides what happens to the pooled capital. The partnership or operating agreement sets that power; the immigration statute only screens who may hold it.
What it decides
Holding the role makes a person involved with the enterprise under 8 U.S.C. 1153(b)(5)(H)(v), which reaches anyone in a position of substantive authority, direct or indirect, to make operational or managerial decisions over the pooling, securitization, investment, release, acceptance or use of regional center program funding, and names the general partner, manager, officer, board member, agent and fiduciary among the positions that can put a person there. Involved persons file Form I-956H and must clear the bars in (H)(i), and anyone involved with a regional center must also be a United States national or lawful permanent resident under (H)(ii)(I), which the statute does not extend to the enterprise or the job-creating entity. Control of the money is not absolute either: unless waived under (Q)(v), an independent fund administrator cosigns every separate account and must approve each transfer before it moves. What the statute does not give investors is a vote. Nothing in it lets them remove the manager or approve a further deployment once the job-creating entity repays; those rights exist only if the governing documents grant them. USCIS requires only that further deployed capital stay at risk and out of passive investments such as stocks or bonds.
Where this is explained properly
Pages here that go into general partner and managing member rather than mentioning it.
Related terms
- New commercial enterpriseA new commercial enterprise, usually shortened to NCE, is the for-profit entity formed in the United States that receives the EB-5 investor's capital and gives the investor an equity stake in return, and it is the enterprise the petition is built around.
- Operating agreementAn operating agreement is the contract that governs a limited liability company serving as the EB-5 new commercial enterprise, setting voting, management, distributions, transfers and redemption. A limited partnership uses a limited partnership agreement for the same purpose. Neither is defined by the EB-5 statute or regulations, but the immigration rules test what they say.
- Form I-956HForm I-956H, Bona Fides of Persons Involved with Regional Center Program, is the background attestation that each person involved with a regional center, a new commercial enterprise or an affiliated job-creating entity must complete and file as a distinct submission alongside Form I-956 or Form I-956F.
- RedeploymentRedeployment is the reinvestment of an EB-5 investor's capital into a new use after the job-creating entity pays it back, so the money stays at risk for the rest of the period it must remain invested. USCIS calls it further deployment.
- Limited partnerA limited partner is an EB-5 investor holding a passive equity interest in a new commercial enterprise organized as a limited partnership, the position most regional center offerings put investors in, and one USCIS accepts as enough engagement in management without any operational role.
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