EB-5 NCE and JCE Relationship

The NCE is the enterprise through which the investor makes the EB-5 investment.

Its governing documents establish investor ownership and management or policy rights.

The new commercial enterprise is the entity into which the investor makes the qualifying EB-5 investment. Its organizational documents establish ownership, economic rights, and the investor's management or policy role. In a regional center structure, the NCE may then deploy investor capital to a separate job creating entity through a loan, equity investment, or another documented financial arrangement. The NCE records should identify the amount of EB-5 capital received, the governing use of proceeds, and the terms under which funds can move to the project so the investment structure is understandable from the documents themselves.

The JCE may be a borrower, project company, operating company, developer, or other entity depending on the structure.

The job creating entity is the business or project entity whose activity is relied upon to generate qualifying employment. Depending on the transaction, the JCE may be a borrower, developer, operating company, project company, governmental entity, or another business receiving deployed capital. Form I-956F requires project level information about the JCE and persons with substantive authority over EB-5 capital. The filing should describe what the JCE actually does, how it uses the capital, and how its construction, operations, payroll, revenues, or expenditures connect to the job creation methodology used for the project.

In many direct investments the NCE itself operates the business and directly creates the jobs.

Regional center structures more commonly separate the entities.

The NCE and JCE do not always have to be separate entities. In a standalone investment, the NCE often operates the business directly and creates the required direct jobs itself. Regional center projects more commonly separate the investor entity from the project entity, but the legal structure should follow the actual transaction rather than a preferred label. If the same entity receives investor capital and conducts the job creating activity, the governing documents and business plan should say so. If separate entities are used, the filing should clearly identify their ownership, contractual relationship, and respective roles.

Loan agreements, equity investment agreements, operating agreements, and related documents should match the sources and uses of funds described in the project filing.

Form I-956F instructions specifically ask the regional center to identify the form of the investment from the NCE into the JCE, if any, such as equity, a loan, or another financial arrangement. The project documents should therefore explain principal amount, funding conditions, maturity, interest or return terms, security, repayment provisions, and permitted uses where relevant. Loan agreements, equity documents, operating agreements, subscription materials, and the project capital stack should use consistent figures. A structure that cannot be reconciled across those documents can create uncertainty about where investor capital goes and what project activity supports the claimed jobs.

NCE bank records, escrow records, JCE receipts, draw records, and project expenditures can establish the actual deployment of capital.

The capital flow should be traceable from the investor through the NCE and, where applicable, into the JCE and project expenditures. NCE bank records, escrow statements, loan or equity funding notices, JCE receipts, draw requests, invoices, construction records, and project accounting can establish that path. The timing and amount of each transfer should match the sources and uses described in the business plan and Form I-956F. If bridge financing, staged deployment, reimbursement, or multiple project accounts are involved, the record should explain those mechanics so USCIS can connect the investment to the activity generating qualifying employment.

• NCE governing documents
• JCE formation documents
• Loan or equity agreement
• Security documents
• Capital stack
• Sources and uses
• Bank statements
• Project draw records

A clear NCE and JCE file should include formation documents for both entities, ownership records, the NCE governing agreement, the NCE to JCE loan or equity agreement, security documents where applicable, the capital stack, sources and uses, bank statements, draw records, and project accounting. Form I-956F should identify the relationship consistently with these documents. The evidence should also identify persons with substantive authority over pooled capital when required. Organizing the record by entity, legal relationship, capital movement, and job creating activity helps USCIS understand the structure without inferring missing links from separate offering and project documents.