Who does what

Limited partner

Also called LP, limited partnership interest.

A 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.

What it decides

8 U.S.C. 1153(b)(5)(A) contemplates the structure directly, opening the category to a person entering to engage in a new commercial enterprise "(including a limited partnership)". The engagement test itself is regulatory, not statutory: 8 CFR 204.6(j)(5) requires the investor to be engaged in the enterprise through day-to-day managerial control or through policy formulation. USCIS reads (j)(5)(iii) to mean an investor is sufficiently engaged in management if the investor is a limited partner and the limited partnership agreement provides the rights, powers and duties normally granted to limited partners under the Uniform Limited Partnership Act, which is why signing the partnership agreement is all most investors ever do. Do not read that clause off the eCFR. The text printed there today, treating any equity holder as engaged where the organizational documents give the rights normally granted to equity holders of that entity type, was written by the 2019 EB-5 Immigrant Investor Program Modernization final rule and vacated with the rest of that rule in Behring Regional Center LLC v. Wolf, 544 F. Supp. 3d 937 (N.D. Cal. 2021). The Code of Federal Regulations was never corrected. An investor in an LLC is a member, not a limited partner, and gets no equivalent safe harbor.

Governed by 8 CFR 204.6(j)(5) and (j)(5)(iii), as USCIS applies them rather than as eCFR prints them; USCIS Policy Manual, 6 USCIS-PM G.2(C)(5), "Engagement in Management of New Commercial Enterprise", and its footnote 104 citing 8 CFR 204.6(j)(5)(iii), retrieved 5 August 2026, which carries the Uniform Limited Partnership Act safe harbor in its pre-2019 wording; 8 U.S.C. 1153(b)(5)(A); EB-5 Immigrant Investor Program Modernization, final rule, 84 FR 35750, 24 July 2019, whose amendment to 204.6(j)(5)(iii) is the text eCFR still serves; Behring Regional Center LLC v. Wolf, 544 F. Supp. 3d 937 (N.D. Cal. 2021), which vacated that rule.

Where this is explained properly

Pages here that go into limited partner 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.
Capital at riskThe rule that the investor's required capital must be genuinely exposed to loss, with a real chance of gain, and not shielded by a guaranteed return or by any contractual right to repayment.
General partner and managing memberThe 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.
Subscription agreementA subscription agreement is the contract by which an investor buys an interest in the new commercial enterprise, carrying the price, the investor's representations, the closing conditions and, where the offering uses one, the terms on which money leaves escrow.

Checked against primary sources on 10 August 2026. Back to the glossary