A limited partnership combines corporate limited liability with partnership taxation and consists of a general partner and one or more limited partners. A 888 American Dream Project affiliate forms each limited partnership to act as the “new commercial enterprise” under the EB-5 program. The limited partnership agreement details, among other things, the rights and powers of the limited partners and general partner, percentages of ownership, how distributions of profits can occur, and the compensation paid to the general partner. The general partner manages the day to day operations of the limited partnership. The limited partners have limited duties and decision-making powers within the partnership but are liable only for the amount of their investment.
The EB-5 program requires that the EB-5 investor make an “at-risk” investment, which means there must be a risk of loss and a chance for gain. 888 AMERICAN DREAM PROJECT has attempted to structure our EB-5 partnerships to mitigate risk given the legal requirement that the EB-5 investments be truly “at-risk.” This is why 888 AMERICAN DREAM PROJECT enters into loan agreements with private/public partnerships or private entities that have demonstrated the capacity to payback our loans and an ability to service the debt. 888 AMERICAN DREAM PROJECT requires its borrowers to identify sources of revenue for the repayment of the loan. We also require many different types of collateral for the loans, such as membership interest pledges, payment guarantees, and intercreditor agreements to secure repayment of the loans.
The answer is no, because the EB-5 program requires that the investor make an “at risk” investment, in which the investor cannot receive any guarantees of repayment or any redemption rights, and there must be a risk of loss and a chance for gain. 888 AMERICAN DREAM PROJECT goes to great lengths to try to minimize or mitigate risk in our EB-5 offerings, while still maintaining the at-risk requirement. Prospective EB-5 investors should be extremely cautious of any regional center that indicates the individual investor’s EB-5 investment is guaranteed, as that is prohibited and would result in a denial of the petitioner’s immigration petition.
The EB-5 program requires that the EB-5 investor sustain their investment at risk throughout their two-year period of conditional permanent residency but does not require him or her to maintain their investment beyond the sustainment period. Each 888 AMERICAN DREAM PROJECT EB-5 partnership enters into a six-year loan agreement with the borrower associated with the target investment. Upon full repayment of the EB-5 loan by the borrower, then those eligible limited partners (those past the two year period of conditional permanent residence) could request that the partnership purchase the partnership interests of the eligible EB-5 investors, which would include those limited partners that have received his or his I-829 approval and those that do not have a I-829 approval but have sustained their investment throughout their two year period of conditional permanent residency.
888 AMERICAN DREAM PROJECT believes that it is best that at least one EB-5 investor in the partnership has received an I-829 approval before any return of capital. However, this is not a requirement of the EB-5 program.
Under the EB-5 program, the investor must be “active” in the management of the EB-5 investment, which means the investor must, in some form, engage in the management of the new commercial enterprise, either through day-to-day managerial control or through policy formulation. The EB-5 program specifically states that an investor will qualify as “active” if they are a “limited partner” and the limited partnership agreement provides the investor with certain rights, powers, and duties normally granted to limited partners under the Uniform Limited Partnership Act. This allows the investor limited participation in the EB-5 partnership’s day to day activities. Additionally, this structure allows the investor to live where he or she pleases without any obligation to actively manage the EB-5 investment. Most importantly, the limited partner is only liable to the partnership to the extent of their investment. This structure protects the investor, allows limited participation, and is accepted by the USCIS.
Each investor who is admitted to the 888 AMERICAN DREAM PROJECT Limited Partnership becomes a limited partner with all the rights granted by the Limited Partnership Agreement and by the various State and Federal Laws. The investor is a percentage owner of the partnership and a capital account is established for each limited partner. The limited partner is entitled to a percentage of the profits of the Limited Partnership as detailed in the Limited Partnership Agreement. Additionally, each Limited Partner is granted access to the secure portion of 888 AMERICAN DREAM PROJECT’s website where they can monitor the activities of the partnership and their own individual capital account.
EB-5 investments are required to be “at risk” investments. No regional center is allowed to guarantee the return of investors’ funds. On the other hand, there is no requirement that the funds be invested foolishly. 888 AMERICAN DREAM PROJECT EB-5 partnerships enter into loan agreement with government entities, public private partnerships or with private developers whereby each borrower has identified a number of sources of revenue and collateral pledges as ways to repay the loans. 888 AMERICAN DREAM PROJECT structures investments that are compliant with the rules and guidelines of the USCIS that also afford the investor a likelihood of a return of their capital.
The primary goal of the EB-5 investor is to secure a permanent green card for themselves and their qualified family members. The total cost of participation in the EB-5 program will be significantly more than the subscription price to a 888 AMERICAN DREAM PROJECT EB-5 partnership and may include, but is not limited to, the following additional costs: filing fees to be paid to the USCIS, attorney costs, foreign currency exchange costs, and professional advisor costs. While it is projected that the EB-5 investor will receive a small return on their investment into the new commercial enterprise because the partnership is required to be a for-profit enterprise, this small return that is projected to be earned will likely never exceed the total cost of participating in the EB-5 program.
This is one of many questions that should be asked by any prospective investor of all regional centers they are considering. Every regional center should be able to respond to this question because this is something they should have considered already. What is a “worst case scenario” and what will happen to the investment and the hopes of the immigration pursuit of its limited partners if a “worst case scenario” becomes a reality. There are two concerns being discussed here, investment and immigration.
Investment. 888 AMERICAN DREAM PROJECT’s EB-5 partnerships enter into loan agreements with government entities, public/private partnerships, and private entities. In all cases each borrower pledges various sources for repayment of the loan to the 888 AMERICAN DREAM PROJECT EB-5 partnership in the event of default and other collateral, including payment guarantees, intercreditor agreement, and fund control accounts. Additionally, many of the borrowers provide a membership pledge to the 888 AMERICAN DREAM PROJECT EB-5 partnership, which allows the partnership to take over the ownership of project in the event of the borrower’s default.
Immigration. 888 AMERICAN DREAM PROJECT EB-5 partnerships rely only upon model derived jobs that are proven through reasonable methodologies, unlike operations phase direct jobs that would require government forms such as W-2’s, I-9’s and citizenship papers for every investor. Each of the projects are required to have a completion guarantee, which will require the project to be built and the money be spent even in the event of default by the borrower. Since the indirect and induced jobs are created as monies are spent, the completion guarantee will help ensure that there is sufficient job creation for each EB-5 investor.
In 888 AMERICAN DREAM PROJECT’s opinion, the EB-5 program is not an investment program, it is a jobs creation program. The primary question of each EB-5 investor should not be how much money will I make; rather it should be will there be enough jobs to qualify me for my permanent green card. Therefore, 888 AMERICAN DREAM PROJECT believes that foreign national investors require a three-pillar approach to achieving their goals.
Attaining Lawful Permanent Residency (Green Card). In short, 888 AMERICAN DREAM PROJECT strives to provide the best EB-5 investment opportunities in the marketplace. We do this by establishing limited partnerships that serve as an EB-5 investment vehicle to make EB-5 investments that meet or exceed every requirement of the USCIS, thus giving our investors, confidence their immigration petitions will be approved. 888 AMERICAN DREAM PROJECT’s tested business model that focuses on proven job creation methodologies and solid statistically backed TEA designations has resulted in successful petition adjudications time and time again.
Return of capital. While EB-5 statutes require the investor’s capital to be fully at risk for the entire period of conditional residency, 888 AMERICAN DREAM PROJECT seeks out EB-5 investment opportunities that are structured to hopefully minimize this risk as much as possible. Ensuring the capital is “at risk” does not mean that the EB-5 investment needs to be “risky”. While there is no guarantee that the borrower will repay the loan made by the 888 AMERICAN DREAM PROJECT EB-5 partnership, 888 AMERICAN DREAM PROJECT Regional Centers carefully screen each opportunity to determine if a borrower meets 888 AMERICAN DREAM PROJECT’s conservative underwriting requirements.
Return on EB-5 investment. Notice that the return on EB-5 investment is third on the list. Why? If the primary goal of the investor is a return on investment, we are positive that EB-5 is not be the best tool for that investor. The primary goal of an EB-5 investor should be the permanent green card, not a return on the EB-5 investment. Potential EB-5 investors have acquired considerable net worth and are sophisticated investors. They understand the perils of high-risk investments. While our EB-5 partnerships are projected to provide a very small return on investment to the EB-5 investor, we structure our EB-5 partnerships with their primary focus being the first two aforementioned goals.
A green card is not guaranteed through participation in the EB-5 program, as no one can ever guarantee the outcome of any immigration petition. The EB-5 program involves both an investment and an immigration program. You cannot be guaranteed any particular outcome regarding the investment or your immigration status. This is why a very careful analysis of the merits of each EB-5 offering as well as the claims of success made by regional centers and other EB-5 practitioners is very important when performing your due diligence.
The EB-5 program does not require the EB-5 investor to have any prior business experience or specific education to be eligible for the visa. However, the investor, either by themselves or through their professional advisers, should have the financial sophistication and experience necessary to evaluate the merits and risks of an EB-5 investment and have the required capital to make such an investment. Additionally, if the EB-5 investor is located in the U.S., the investor must be an “accredited investor” to comply with the federal securities laws.
Under USCIS regulations, the investor must demonstrate that his assets were gained in a lawful manner. This requires the investor to prove his investment funds were obtained through lawful business, salary, investments, property sales, inheritance, gift, loan, or other lawful means.
An investor must meet several requirements in order to qualify for the EB-5 program. Below is a summary of those requirements. There are other requirements for the EB-5 program that deal with each filing and what must be presented to the USCIS. Every EB-5 investor should hire an experienced EB-5 immigration attorney to ensure EB-5 regulations and law are followed in the submission of the EB-5 investor’s immigration petitions. For more information, please contact our EB-5 case managers.
The EB-5 program requires the investor to invest a minimum of $1 million; however, if the investment is located in a Targeted Employment Area (TEA), which is a high unemployment area or a qualified rural area, then the EB-5 applicant may invest a reduced amount of $900,000. EB-5 defines a high unemployment area as 150% of the national average unemployment level. Historically, most 888 AMERICAN DREAM PROJECT EB-5 partnerships have invested in TEA’s and qualified for the lower threshold investment.
The EB-5 investor must demonstrate that the capital is from a legal source. For example, the funds cannot be derived from a criminal enterprise. An investor may receive a gift of funds; however, the USCIS will require information and will track the source of the funds from the person who granted the gift. Loans are also credible source of funds, but the investment in the enterprise cannot be used as collateral or be pledged in any way, and the loan must be a “real” commercially viable loan.
The EB-5 investor’s investment must result in the creation of 10 new American jobs. If the EB-5 investor is investing through a regional center, in addition to direct jobs, the EB-5 investor is allowed to count indirect and induced jobs created through the EB-5 investment, which can be proven using reasonable methodologies.
Yes, 888 AMERICAN DREAM PROJECT requires all of its EB-5 investors to have their own independent legal counsel to file all immigration paperwork and complete the applications for an EB-5 investor visa. 888 AMERICAN DREAM PROJECT believes it is important for you to have independent legal counsel in order to avoid any conflicts of interest.
888 AMERICAN DREAM PROJECT Regional Centers are not immigration attorneys and therefore we do not file any immigration petitions; however, 888 AMERICAN DREAM PROJECT will work hand in hand with your chosen immigration attorney. 888 AMERICAN DREAM PROJECT requires all investors to secure their own independent legal counsel to file the immigration paperwork and complete the applications for an EB-5 investor visa. 888 AMERICAN DREAM PROJECT is responsible for the business side of this complex process and will assist your counsel in providing supporting documentation on the EB-5 investment and the regional center.