You Are Acquiring a U.S. Company from Ireland. Does the Managing Director Need an E-2, an L-1, or Something Else?

After months of intense planning and financial analysis, the acquisition of a U.S. company was finally agreed upon.

Now, at this late stage in the discussion, someone has finally raised the very practical question: “How will the Managing Director get into the U.S. to run the new operation?”

No one seems to have researched this aspect of the plan in any depth. The palpable, albeit unvoiced fear is of discovering that the ownership structure that was so carefully designed is not going to fit, resulting in the Managing Director being unable to start on the assumed timeline…  

Does the Managing Director of an Irish company acquiring a U.S. business need an E-2 or an L-1A visa? It depends on the company structure, the Managing Director’s nationality, role and employment history. L-1A may suit a manager or executive with one continuous year of qualifying employment abroad in the previous three years. E-2 may suit either an Irish principal investor or an Irish executive employee of a qualifying Irish-owned treaty enterprise. Others may need a different route.

The L-1A route: transferring your existing manager

• The title ‘Managing Director’ does not establish L-1A eligibility by itself. The petition must show that the person will primarily manage the organisation, a department, a major function or other managers and professionals, rather than personally performing most of the company’s day-to-day operational work.
• Best when the Managing Director already works for the Irish (acquiring) company and will run the acquired U.S. entity as an executive or manager.
• For a standard L-1A petition, the Managing Director must generally have worked continuously for the Irish company, or another qualifying related entity, for at least one year during the three years immediately preceding the petition. That employment abroad may have been in a managerial, executive or specialised-knowledge capacity. The proposed U.S. role, however, must be primarily managerial or executive.
• A different rule applies to an L-1A new-office petition. In that situation, the qualifying employment abroad must have been in a managerial or executive capacity. A period of specialised-knowledge employment alone cannot establish eligibility for an L-1A new-office petition. The U.S. business must also be capable of supporting a primarily managerial or executive position within one year of approval.
• Qualifying relationship: the U.S. and Irish entities must be related as

parent, subsidiary, branch, or affiliate, generally established through the acquisition’s ownership structure. Ownership of more than 50% will often establish control, but it is not the only structure that can qualify. The voting rights, governing documents and actual control arrangements must be reviewed.

• If the acquired U.S. company has been doing business for more than one year, this is not a “new office” petition, the Managing Director may be transferred once the qualifying relationship is in place, rather than being held to the reduced one-year new-office approval.
• L-1A is filed on Form I-129 with USCIS; premium processing is available (I-907 fee $2,965, 15 businessdays). Initial stay up to three years, extendable to a maximum of seven.
• Onward path: L-1A managers/executives may later qualify for a green card under EB-1C – worth flagging for buyers thinking permanently.

The E-2 route: investing in or working for an Irish treaty enterprise

• The E-2 can apply in two different ways. The Managing Director may qualify as the principal treaty investor, or as an executive or supervisory employee of a qualifying E-2 enterprise. The second option is important where the Irish company, rather than the Managing Director personally, is making the investment.
• An E-2 principal investor must be an Irish national who has invested, or is actively in the process of investing, a substantial amount of capital in the US enterprise. The investor must be coming to the U.S. to develop and direct the business. This is normally shown through at least 50% ownership or another form of operational control.
• An E-2 employee does not have to invest personally. An Irish Managing Director may qualify as an E-2 employee where the US enterprise has Irish treaty nationality, and the proposed U.S. position is executive or supervisory in nature. Essential-skills employees may also qualify in appropriate cases, although this will usually be less relevant to a Managing Director.
• Treaty basis: Irish nationals qualify under the 1950 Treaty of Friendship, Commerce and Navigation between Ireland and the United States, as supplemented by the Protocol signed 24 June 1992 (entered into force 18 November 1992).
• Ownership test: the U.S. enterprise must be at least 50% owned by treaty-country (Irish) nationals. In an acquisition, this is where deal structure and the E-2 collide – a passive or minority stake may not qualify.
• For E-2 purposes, an enterprise is not treated as Irish simply because its parent company is incorporated or headquartered in Ireland. At least 50% of the U.S. enterprise t generally be owned by Irish nationals. The ultimate ownership chain therefore needs to be reviewed carefully, particularly where the acquisition involves a private equity fund, holding company, institutional investor, mixed-nationality ownership or several co-investors. An E-2 employee must generally share the treaty nationality of the enterprise.
• ‘Substantial’ is proportional to the total cost of the enterprise; there is no fixed statutory minimum. Substantiality is assessed in proportion to the total cost of purchasing or establishing the enterprise. Funds must be irrevocably committed and genuinely at risk; uncommitted funds in an account do not count.
• The enterprise must be real, active, for-profit, and non-marginal.
• Consular route from Ireland: E-2 applications for Irish nationals are made directly to the S. Embassy’s E-visa unit in Dublin, there is no USCIS petition/adjudication step on this consular route (a common drafting error to avoid).
• The applicant’s spouse and unmarried children under 21 may apply for dependent E status. Qualifying E spouses are generally authorised to work in the U.S. based on their status, while dependent children are not authorised to work. 

‘Something else’ when neither fits

• O-1 requires extraordinary ability in business or another qualifying field, demonstrated through sustained national or international acclaim. A U.S. employer or agent must file the petition.
• H-1B: the position must genuinely require a directly related specialised degree. For FY2027, USCIS replaced the former random selection terminology with a weighted cap-selection process.
• Dual Irish/UK nationals: the UK applies under the 1815 Convention of Commerce and Navigation, Ireland under the 1950 FCN Treaty/1992 Protocol. Which nationality is used can affect domicile requirements and processing.
• A dual Irish-UK national does not choose a treaty passport in isolation. The applicant’s nationality must fit the treaty nationality of the enterprise, and the UK treaty has an additional domicile requirement. The ownership chain, the applicant’s residence and the consular post’s filing rules all need to be considered together.

How to decide between L-1A and E-2

This post is for informational purposes only and is not intended as legal advice. If you require further assistance or advice relating to the above, please contact janice@flynnhodkinson.com.