EB-5 glossary

A person who meets the income or net worth tests in SEC Regulation D, such as a minimum annual income over recent years or a minimum net worth that leaves out the primary residence. Most private EB-5 offerings are open only to accredited investors or to non-US persons under Regulation S.

See also: Regulation D, Regulation S, Offering documents

The process of applying for lawful permanent residence from inside the United States, on Form I-485, instead of through a consulate abroad. It is open only to people who are in the country in a status that allows it.

See also: Consular processing, Lawful permanent residence

An entity that receives capital from a new commercial enterprise and carries out the activity that creates the jobs, so that the jobs count for EB-5 purposes. In a PacinfraX project it is the entity that builds and operates the campus.

See also: Job-creating entity, New commercial enterprise

EB-5 capital must be exposed to the real possibility of loss. An arrangement that assures the investor of getting the money back, or a redemption right that makes repayment certain, does not meet the requirement. This is one reason an EB-5 investment can lose value.

See also: Sustainment period, Redeployment

A firm or person registered with the SEC and FINRA to buy and sell securities for others. US law restricts paying transaction-based compensation, such as a fee per investor, to anyone who is not a registered broker-dealer.

See also: Promoter, Form I-956K

Cash and certain other assets that the investor owns and places into the new commercial enterprise. The lawful origin of the capital has to be documented.

See also: Source of funds, Path of funds

The status an EB-5 investor and eligible family members receive for two years after a visa is issued or status is adjusted. Near the end of the two years the investor files Form I-829 to remove the conditions.

See also: Form I-829, Lawful permanent residence

Applying for an immigrant visa at a US embassy or consulate abroad after USCIS approves the petition and a visa number is available. The alternative, for people already in the United States in a qualifying status, is adjustment of status.

See also: Adjustment of status, Visa bulletin

The country against whose annual limit a visa number is counted. It is usually the investor’s country of birth, and it decides which line the case joins in the visa bulletin. Special rules for spouses exist; your counsel explains whether they apply.

See also: Visa bulletin, Priority date

An EB-5 investment made without a regional center, where the investor’s own enterprise must employ at least ten qualified workers directly. Indirect and induced jobs do not count.

See also: Direct jobs, Regional center

Full-time jobs held by employees of the business that receives the EB-5 capital or of the entity that carries out the job-creating activity. Construction workers hired by a contractor on the project are usually counted as indirect jobs.

See also: Indirect jobs, Induced jobs, Full-time job

The law enacted in March 2022 that reauthorized the Regional Center Program and added visa set-asides, priority processing for rural projects, fund oversight and rules for promoters. The program authorization runs through September 30, 2027.

See also: Regional center, Reserved visas, Sunset

A written analysis by an independent economist that estimates how many jobs a project creates, using an accepted input–output model and the project’s budget and operating plan. USCIS reviews it with the project filing.

See also: Input–output model, Indirect jobs

An arrangement in which a neutral third party holds an investor’s funds until agreed conditions are met, so the money is not released to the enterprise before then. The terms are set out in the offering documents.

See also: Subscription agreement, Fund administrator

The immigrant petition filed by an investor in a regional center project. It shows that the investor placed the required capital at risk, that the funds came from a lawful source and that the project is expected to create the required jobs.

See also: Form I-956F, Priority date

The petition filed near the end of the two years of conditional residence to remove the conditions. The investor shows that the investment was sustained and that the required jobs were created.

See also: Conditional permanent residence, Sustainment period

The application an organization files with USCIS to be designated as a regional center, or to amend an existing designation, including the geographic area it covers.

See also: Regional center, Form I-956G

The regional center’s application for approval of a specific investment project. Under the Act it is reviewed before investors file Form I-526E, so that the project has been examined first.

See also: Form I-526E, Regional center

The annual statement a regional center files with USCIS, describing its activities, the projects it sponsors and its compliance with the program rules.

See also: Regional center, Form I-956

The form that gives USCIS information about the people who are involved with a regional center, a new commercial enterprise or a job-creating entity, so it can check their background.

See also: Regional center, New commercial enterprise

The registration a promoter files with USCIS before promoting an EB-5 offering. It covers direct and third-party promoters, including migration agents, and is filed with the written agreement between the promoter and the issuer.

See also: Promoter, Broker-dealer

A position that requires at least 35 hours of work per week. Two part-time jobs do not add up to one full-time job unless they are combined in a way USCIS accepts.

See also: Direct jobs, Indirect jobs

An independent party that oversees the movement of EB-5 funds in and out of the project’s separate account. The Act requires one unless the enterprise is exempt, for example because it is overseen by a registered adviser or has an annual independent audit.

See also: Escrow, New commercial enterprise

A census tract, or a group of adjacent tracts, with an unemployment rate of at least 150 percent of the national average, as designated by the Department of Homeland Security. It is one of the two kinds of targeted employment area.

See also: Targeted employment area, Rural area

Jobs created in other businesses because the project buys goods and services from them, such as suppliers of materials and equipment. They are estimated by an economic model and count only in a regional center project.

See also: Induced jobs, Input–output model

Jobs created when the workers on a project and in its supplier businesses spend their wages in the local economy, for example at shops, restaurants and service providers. They are estimated by the same model as indirect jobs.

See also: Indirect jobs, Input–output model

A category of project that receives its own 2 percent visa set-aside and the reduced investment amount under the Act. Whether a project qualifies is decided by USCIS in the project filing.

See also: Reserved visas, Targeted employment area

An economic model, such as RIMS II or IMPLAN, that traces how spending in one part of the economy creates demand in others. Economists use it to estimate the indirect and induced jobs of a regional center project.

See also: Economist report, Indirect jobs

The business, paired with one new commercial enterprise, that uses the EB-5 capital for the project and employs or generates the jobs. In a project it is the owner and operator of the asset being built.

See also: New commercial enterprise, Affiliated job-creating entity

The status that allows a person to live and work in the United States indefinitely. EB-5 investors first receive it on a conditional basis for two years.

See also: Conditional permanent residence, Adjustment of status

A change to the facts or the plan after a filing that is significant for eligibility, such as a different business plan, a changed investment structure or a different job-creating activity. Such a change has to be handled with counsel and can require an amended filing.

See also: Form I-526E, Form I-956F

The business in which the investor places capital. It can be newly created or an existing business that is restructured or expanded. In a PacinfraX project each new commercial enterprise would be paired with one job-creating entity.

See also: Job-creating entity, Regional center

The confidential set of documents for a private offering, usually a private placement memorandum, a subscription agreement and the entity’s operating agreement. They describe the terms, the risks and the use of funds, and are read with the investor’s own counsel.

See also: Subscription agreement, Regulation D

The documented movement of the investment from the account where it was earned or received, through every transfer, to the new commercial enterprise. Every step needs a record, and gaps draw questions from USCIS.

See also: Source of funds, Escrow

The date USCIS receives the investor’s Form I-526E. It marks the investor’s place in line when visa numbers are scarce for the investor’s country of chargeability.

See also: Visa bulletin, Country of chargeability

Faster handling of certain petitions. Under the Act, petitions for rural projects are processed ahead of others. It is a feature of the law and does not state or assure a timeline for any case.

See also: Rural area, Reserved visas

A sale of securities to a small set of selected investors without a public registration, relying on an exemption such as Regulation D or Regulation S. EB-5 offerings are normally private placements.

See also: Regulation D, Regulation S

A person who advertises, markets or solicits interest in an EB-5 offering on behalf of an issuer or a regional center. Promoters, including migration agents, must register with USCIS on Form I-956K before they promote.

See also: Form I-956K, Broker-dealer

Putting EB-5 capital back to work in a job-creating activity after a loan is repaid and before the sustainment period ends, so that the capital stays at risk.

See also: At risk, Sustainment period

An organization designated by USCIS to sponsor EB-5 projects within an approved geographic area. Because of it, indirect and induced jobs estimated by an economic model count toward the ten required jobs.

See also: Form I-956, Form I-956F

SEC rules that exempt certain private offerings of securities from registration. Rule 506(b) and Rule 506(c) are the ones most used, and both focus on accredited investors.

See also: Accredited investor, Private placement

SEC rules for offers and sales of securities that take place outside the United States. They require, among other things, that the sale is an offshore transaction and that there are no directed selling efforts in the United States.

See also: Regulation D, Private placement

The share of annual EB-5 visas set aside by the Act: 20 percent for rural projects, 10 percent for high-unemployment area projects and 2 percent for infrastructure projects. Also called set-asides.

See also: Rural area, Infrastructure project

An area outside a metropolitan statistical area and outside the boundary of any city or town with a population of 20,000 or more, under the most recent decennial census. It is one of the two kinds of targeted employment area.

See also: Targeted employment area, Priority processing

The lawful origin of the money invested, such as earnings, a business, the sale of property, a gift or a loan, together with the records that prove it. The investor, with counsel, has to document it.

See also: Path of funds, Capital

The contract in which an investor agrees to buy an interest in the new commercial enterprise on the terms in the offering documents and confirms facts such as investor status.

See also: Offering documents, Escrow

The date on which a program authorization ends unless Congress extends it. The Regional Center Program is authorized through September 30, 2027, and reauthorization is not assured.

See also: EB-5 Reform and Integrity Act of 2022, Regional center

The time the capital must stay invested in the project. Under the Act it is expected to remain invested for at least two years, and the clock starts according to USCIS rules for each structure.

See also: Redeployment, Form I-829

A rural area or a high-unemployment area. Projects in a targeted employment area qualify for the reduced investment amount, and rural projects are also eligible for priority processing.

See also: Rural area, High-unemployment area, TEA letter

Historically, a letter from a state authority certifying that a project is in a targeted employment area. Under the 2022 Act, the Department of Homeland Security designates high-unemployment areas, so petitions now rely on that determination in the project filing. Check current USCIS guidance.

See also: Targeted employment area, High-unemployment area

United States Citizenship and Immigration Services, the agency of the Department of Homeland Security that administers the EB-5 program and decides each petition on its own merits.

See also: Form I-526E, Form I-956F

A monthly publication of the US Department of State that lists, by category and country of chargeability, the cutoff dates that decide when a visa number is available.

See also: Priority date, Country of chargeability