What are the regulations governing the sale of a regional center?

A regional center is a private or public entity authorized by USCIS to operate within defined geographic regions and within specific industry sectors. There is no specific requirement on how such an entity is organized. The regional center might be a corporation, an LLC, a partnership or other organization, so long as it operates within the designated geographic region. Selling a regional center is comparable to selling a business entity under the state law. USCIS has no law regarding sale of a regional center. But an amendment should be filed with USCIS for the change of ownership.

The state of incorporation may not necessarily matter, however, be aware that if it is registered in one state, but domiciled in another you will have the issue of sorting out a number of issues to resolve such as designation as a foreign corporation and taxation. The USCIS has no specific laws on the issue of incorporation and by all account it is a matter of state law. Instead of focusing on incorporation issue, take into account that a far more important is at stake; which is how do you successfully navigate the sale of your regional center? The sale of a regional center is more than just a corporate transaction, the basis and goals for designation of the regional center in question must be in alignment because the USCIS will not automatically and instantly approve the buyer as the operator of the emerging regional center. In fact, the emerging regional center may not be granted regional center status as a result of the change of ownership. Approach this issue from the mergers and acquisition standpoint and ensure that you and the buyer do the necessary due diligence before proceeding further and closing the deal.

The conservative process is that the original owners of the regional center will file an I-924 amendment informing and requesting from the USCIS their approval in the change of ownership. The regional center can be registered in one state and have its new commercial enterprise and the job creating entity can be registered in the geographical location of the EB-5 project.

Geographic area plays a large role in the regional center designation process. It would likely be best to keep the regional actually in the geographic region it is supposed to serve (as designated in their I-924 and approval).