H-1B Status in Mergers and Acquisitions: SII vs Non-SII Rules

When a company goes through a merger or acquisition, H-1B workers often panic about their status, travel plans, and green card future. The rules are more structured than many people think, and a key legal idea controls most cases: whether the new employer is a Successor-in-Interest to the original H-1B sponsor.

If the new company counts as a Successor-in-Interest, many H-1B workers can keep working without a new petition. If it does not, the new employer usually has to file new H-1B petitions before people can start work. The terms of the deal, and whether there are “material changes” in job conditions, decide what must be filed with U.S. Citizenship and Immigration Services (USCIS).

According to analysis by VisaVerge.com, many problems in mergers and acquisitions happen not because the law is harsh, but because HR teams act late or cannot explain the deal structure to lawyers in clear detail. Early planning with immigration counsel, payroll, and corporate teams is often the difference between smooth transfers and sudden status problems.

For general background on H-1B rules, USCIS gives guidance on its H-1B Specialty Occupations page, which can help workers and employers review the basics while they deal with corporate changes.

Successor-in-Interest: What It Means

A company is treated as a Successor-in-Interest when it takes over all assets, liabilities, and obligations of the original H-1B sponsor. In simple terms, the new company steps into the shoes of the old company for immigration purposes.

When the buyer qualifies as a Successor-in-Interest:

• No new H-1B petition is required for current workers.
• This holds even if the Federal Employer Identification Number (FEIN) changes.
• H-1B employees can keep working as long as their job details stay the same.

However, the new employer must take a specific legal step: sign a memorandum stating that it accepts all promises made in each Labor Condition Application (LCA) filed by the old company. That memorandum must be kept in the Public Access File for each H-1B worker to show that wage and working condition promises under the LCA still apply under the new ownership.

Travel and Documentation for Successor-in-Interest Cases

Workers in this scenario usually have a smoother travel path. They can continue using:

• the H-1B visa stamp in their passport, and
• the I-797 approval notice from the old company,

provided they also carry proof of the merger or acquisition and a letter from the new employer confirming continued employment on the same terms. Airline staff and border officers often look for this paperwork to verify that the new company is truly a Successor-in-Interest.

When the Buyer Is NOT a Successor-in-Interest

In some deals, the buyer does not take on all liabilities and obligations of the old company. Commonly, in many asset deals, the buyer picks specific assets and does not assume all past duties. In those cases, the buyer is not a Successor-in-Interest for immigration purposes.

If there is no Successor-in-Interest:

• The new company must file a change of employer H-1B petition for each worker it wants to retain.
• H-1B employees cannot start work for the new company until USCIS approves that petition.

Timing is critical. If the old company stops payroll before new approvals arrive, H-1B workers may fall out of status. Employers should work backward from the deal closing date and plan filings so start dates and payroll align with approved petitions.

Material Changes: When an Amended H-1B Petition Is Required

Even when there is a valid Successor-in-Interest, there is another key test: material changes to employment.

USCIS expects an amended H-1B petition if there is a material change in any of the following:

• Job duties (for example, moving from software development to project management),
• Work location (for example, moving from one city to another), or
• Salary or major terms of employment.

The employer must file the amended petition before the change takes effect. Failure to do so can put the worker’s H-1B status at risk because USCIS may determine the actual job no longer matches the position originally approved.

This situation is common after mergers, when new owners reorganize teams, change job titles, or move staff to new offices. HR and managers should evaluate every role change and ask whether it would matter to USCIS. If yes, it is far safer to file an amended petition first.

Stock Deals vs. Asset Deals: Why Deal Structure Matters

Deal structure often determines whether the buyer is a Successor-in-Interest. Two common models:

• Stock deal
• Asset deal

In a stock deal, the legal employer usually remains the same even though ownership changes. That typically means:

• No need for new H-1B filings based only on ownership change.
• Existing H-1B workers can remain, assuming job terms don’t materially change.

In a classic asset deal, the buyer acquires assets and employees may join a new legal entity that did not sponsor their H-1B petitions. If the buyer does not take over substantially all assets and liabilities, it may not qualify as a Successor-in-Interest, and new H-1B filings can become necessary.

These distinctions matter for people with homes, children in school, and green card plans tied to their current employer.

Layoffs, Grace Periods, and Green Card Cases

Mergers and acquisitions frequently involve layoffs, restructurings, and position eliminations. For H-1B workers, losing a job affects both income and immigration status 🇺🇸.

If an H-1B job is eliminated during or after the deal:

• The worker may have a grace period of up to 60 days to find a new sponsor or depart the U.S.

During this window, workers can attempt to secure a new H-1B employer, change status, or make departure plans. Missing the window can cause longer-term immigration problems.

For employees already in the green card process, the merger or acquisition usually does not destroy the case. However, an amendment filing is typically needed to notify USCIS that the prospective employer has changed. This functions as a formal notice that a different company will be the future green card sponsor after the deal.

Important: Losing a job during a corporate transaction triggers time-sensitive immigration consequences. Act quickly and seek immigration counsel.

Practical Steps for Employers and H-1B Workers

To reduce risk during corporate changes, both employers and workers should act early and coordinate. Recommended steps:

For employers and HR teams:

1. Map all H-1B employees and document their current job details before the deal closes.
2. Confirm whether the buyer will be a Successor-in-Interest and whether it will assume all assets and liabilities.
3. Review all Labor Condition Application records and ensure each Public Access File is complete and ready for updated memorandums.
4. For non-Successor-in-Interest deals, plan new H-1B filings well in advance of closing.
5. Before changing job duties, work locations, or salaries, verify whether an amended petition is required and file before the change.
6. For employees in the green card process, track amendment needs tied to the change in the prospective employer.

For H-1B workers:

• Ask HR whether the buyer is considered a Successor-in-Interest.
• Keep copies of all I-797 approval notice, LCAs, pay slips, and the new employer letter in one folder for travel.
• If a layoff seems likely, be aware of the 60-day grace period and start contacting potential new sponsors early.

Key takeaway: Mergers and acquisitions can feel disruptive, but understanding Successor-in-Interest, the Labor Condition Application, and material change rules gives a clear framework. With early planning and coordinated action, most H-1B employees can navigate ownership changes while keeping status, work rights, and long-term plans intact.