Visa Question of the Month - Significant Changes in E-2 Registration

Due to restructuring measures within our group of companies (German GmbH), our US location has recently been operating not only under a new name, but now also has a different legal form (change from LLC to Inc.). We have a still current E-2 registration with the US Consulate General in Frankfurt. Do we have to do anything here, and what effect can this have on the existing E-2 Visa of our employees?

US companies that have an E-registration are obliged to report significant changes, so-called material changes, to the US Consulate General in Frankfurt am Main to communicate. This includes for example

• Changes of the company name (firm name)
• Changes of address and
• Changes, in particular, in the form of the company or its legal form.

As a company, you are therefore obliged to keep the data up to date. Usually, these changes are communicated by e-mail to the e-visa department in Frankfurt/Main. Minor changes at the US location (e.g. name change, relocation) can usually be communicated "through the small official channels" to the e-subject department of the US consulate in a comparatively straightforward manner.

However, it is not sufficient to simply name the material change in the e-mail. Rather, this must also be appropriately substantiated on the basis of company documents. The following, among others, serve as evidence

• Name Change Certificate
• Certificate of State
• Articles of Incorporation

Particularly in the case of a change of company form in the US, there may be queries and a more complex review from the US consulate. Why?
The basis of an E-registration is, among other things, proof that the US company is at least 50% German-owned. In your case, this means proof that your German parent company (GmbH) continues to hold the majority of the US location. If the form of the company changes from an LLC to an Inc. (Aktiengesellschaft), it is up to you to prove to the US consulate that the German parent company still holds at least 50% of the shares (directly or indirectly). The concrete evidence required must be checked in each individual case and varies greatly depending on the company constellation.

In the course of such notification, the US Consulate General is free to make further inquiries to ensure that the US company also meets all other E-Registration access requirements. For example, whether the parent company of the US company continues to be majority-owned by Germans. The ultimate parent company is always checked here. The decisive factor is not where the company's registered office is located, but the ownership structure. For example, the US consulate may request proof of who the current shareholders of the parent limited liability company are and whether they continue to consist of a majority of German nationals. In the case of more complex corporate structures, it may not be easy to provide this proof on an ad hoc basis.

If the consulate has sufficient evidence regarding the change, you will receive an email notification that the E-Registration in Frankfurt has been updated. Your US location will then be able to process E-2 visa applications again.

Unfortunately, there is no uniform approach as to what the existing, already issued E-2 Visa for employees. Some changes mean that all employees who already have an E-2 visa will have to apply for new visas (after they have left the U.S. and are then scheduled to re-enter). Minor changes, such as change of address, on the other hand, have little impact on existing U.S. visas.

Therefore, after updating the E-registration, we recommend that you always consult with the consulate about what existing E-2 visa holders need to be aware of.