(UNITED STATES) — U.S. employers that buy, merge with, or reorganize another business can often keep a worker’s employment-based green card case alive—without starting PERM and the I-140 process over—if they can prove they are a qualifying successor-in-interest under Matter of Dial Auto Repair Shop, Inc., 19 I&N Dec. 481 (Comm. 1986).
That holding remains the practical baseline in employment-based adjudications today. It matters most when a corporate change happens after a PERM labor certification is approved or while a Form I-140 is pending or approved.
In those moments, the core question is whether the “new” company may step into the predecessor’s shoes for immigration purposes. The answer can decide whether a beneficiary keeps an early priority date or loses years in visa backlogs.
This case analysis explains the Three-Factor Test from Dial Auto, the evidence themes USCIS typically expects, and how current USCIS policy applies the framework across categories, including I-140s that support H-1B extensions.
Warning: A successor claim is not automatic after a merger or asset purchase. USCIS commonly tests whether the job offer and the petitioner’s eligibility stayed intact.
1) Overview and baseline: Matter of Dial Auto Repair Shop
“Successor-in-interest” is an immigration law concept used in employment-based filings. It addresses whether a new entity may rely on a predecessor employer’s approved labor certification and continue sponsorship after a corporate transaction.
In most employment-based green card cases, the labor certification and I-140 are tied to a specific employer and a specific job offer. When the employer’s structure changes, USCIS must determine whether the petition still reflects a valid job offer from an entity that can carry the immigration obligations.
Dial Auto is the foundational precedent. It articulated a structured approach for proving that a successor may assume the immigration benefits and obligations connected to the job offer. Although the decision is decades old, the three-factor framework continues to anchor USCIS analysis in Policy Manual guidance and in Requests for Evidence (RFEs) involving corporate changes.
This guide focuses on how USCIS applies the three factors in real adjudications, what evidence tends to matter most, and how more recent agency guidance affects filings across employment-based categories.
2) The Three-Factor Test from Dial Auto—and how USCIS applies it
In Matter of Dial Auto Repair Shop, Inc., 19 I&N Dec. 481 (Comm. 1986), the agency articulated three conditions that a petitioner must satisfy to be treated as a successor-in-interest:
- Factor 1: Documentation of the transfer. Conceptually, USCIS is looking for proof that a bona fide transaction occurred and that the successor received the business unit tied to the sponsored job. The record should show what was transferred, when it was transferred, and the legal nature of the deal. In many cases, the critical point is whether the successor assumed obligations connected to the job offer and the petition.
- Factor 2: The same job opportunity. USCIS typically examines whether the position offered remains the same job that was tested in the labor market through PERM, where PERM applies. Minor, non-material changes may be manageable. But a material change to job duties, requirements, location, or reporting structure may trigger a view that the “same job” no longer exists. That can force a new PERM and a new I-140, depending on the facts.
- Factor 3: Eligibility in all respects. This is often where cases are won or lost. The successor must show it is eligible for the immigrant petition “in all respects.” That usually includes a continuing valid job offer and the ability to pay the proffered wage through the relevant periods. USCIS often asks the successor to show the predecessor’s ability to pay up to the transfer date, and the successor’s ability to pay from the transfer date onward.
USCIS generally applies a preponderance of the evidence standard in benefit adjudications. That means the petitioner must show the claim is “more likely than not” true, based on the totality of the record.
A clean narrative and consistent documents can matter as much as any single exhibit.
Warning: Inconsistencies between PERM, the I-140, and later H-1B or L-1 filings can lead to credibility concerns and deeper review.
3) Official policy details and key updates
USCIS has incorporated the Dial Auto framework into its Policy Manual. The current successor-in-interest discussion appears in the USCIS Policy Manual at Volume 6, Part E, Chapter 3. USCIS also states it does not read Dial Auto as requiring assumption of “all” rights and obligations in every case.
That language reflects a more flexible approach than older, rigid interpretations.
A major modern development is Matter of F‑M‑ Co., Adopted Decision 2020‑01, issued May 5, 2020. That adopted decision clarified successor principles in the EB‑1C multinational manager and executive context. It recognized that a successor claim may still be viable even if the predecessor ceases to exist.
This is significant because EB‑1C cases often involve corporate restructuring, cross-border ownership, and changes in U.S. entities.
USCIS has also publicly discussed “modernization” in employment-based adjudications. In practice, modernization usually means clearer written standards, more uniform adjudication language, and tighter alignment between field offices and service centers.
Employers should expect USCIS to ask for clearer corporate documentation and to connect each exhibit to each factor.
4) Key facts, evidence themes, and proof strategies
Successor issues commonly arise after:
- A merger or consolidation
- A stock acquisition
- An asset purchase
- A reorganization that changes the employer’s legal identity
- The creation of a new entity that takes over a business line
Factor 1 evidence: proving the transaction and the assumption
USCIS typically wants to see transaction documents that explain the structure and scope of what changed. The goal is to show continuity of the business unit and sponsorship obligation.
Evidence often includes purchase agreements, bills of sale, merger documents, or other transfer instruments. Corporate formation records may also help show how the successor now exists and how it relates to the predecessor.
The strongest records usually do three things: (1) establish the timeline, (2) identify the assets and liabilities transferred, and (3) connect the transaction to the business activity where the sponsored job sits.
Factor 2 evidence: proving the “same job”
To show the job opportunity is the same, petitioners often rely on updated job descriptions that track the PERM role, org charts, worksite information, and manager continuity.
USCIS may also compare the role to the occupational classification used in PERM. If the successor changed titles, reporting lines, or locations, the filing should explain why the changes are not material or how they remain consistent with the PERM-tested position.
Deadline watch: If a change is material, timing matters. A new PERM process can add many months before an I-140 may be filed again.
Factor 3 evidence: ability to pay and continuing eligibility
Ability to pay is frequently the most scrutinized element. USCIS commonly evaluates whether the petitioner can pay the proffered wage from the priority date onward. For successor cases, this may require showing two ability-to-pay periods: the predecessor’s period up to the transfer date and the successor’s period after the transfer.
Typical proof includes business tax returns, annual reports, audited financial statements, and payroll records. USCIS often looks for consistency between wages paid, net income, and net current assets.
Employers should also confirm that the offered wage and job details match what is claimed across filings.
5) Significance and practical impact for I-140, PERM continuity, and H-1B
A positive successor-in-interest determination can have outsized effects.
Priority date preservation. For nationals facing long immigrant visa backlogs, keeping an early priority date can be decisive. A successor finding may preserve the existing place in line connected to the underlying labor certification and I-140 history.
Avoiding a restart of PERM in many cases. When the successor can show the same job opportunity and qualifying transfer, it may avoid rerunning labor market testing. That is not guaranteed. Some transactions change the job in ways that require a new PERM. Each case turns on the facts.
Downstream filings, including H-1B extensions. Employment-based I-140s often support H-1B extensions beyond the normal six-year limit under AC21-related provisions.
A shaky successor record can therefore affect not only the green card case, but also nonimmigrant status planning. Employers should coordinate successor documentation across I-140, H-1B, and any L-1 records to reduce conflicts.
Warning: A successor claim that fails late can disrupt both adjustment planning (Form I-485) and nonimmigrant extension strategies.
6) Recent scrutiny and integrity measures
USCIS has emphasized integrity initiatives in employment-based programs. The agency has also referenced targeted efforts such as Operation PARRIS.
In a climate focused on fraud prevention and program integrity, successor claims may receive closer review, especially where corporate relationships are complex or documentation is thin.
In practical terms, scrutiny often shows up as:
- More RFEs and Notices of Intent to Deny (NOIDs)
- Closer comparisons across filings for job consistency
- More detailed questioning about corporate control and where the beneficiary works
- More careful review of financial records supporting ability to pay
Employers and beneficiaries can reduce risk by keeping records consistent across PERM, I-140, and later filings. That includes job duties, worksite details, and corporate ownership descriptions.
7) Official government sources and references
The primary authorities most often cited in successor-in-interest adjudications are:
- USCIS Policy Manual successor guidance (Volume 6, Part E, Chapter 3)
- Matter of Dial Auto Repair Shop, Inc., 19 I&N Dec. 481 (Comm. 1986) (baseline three-factor successor framework)
- Matter of F‑M‑ Co., Adopted Decision 2020‑01 (May 5, 2020)
- USCIS Newsroom (policy alerts and updates)
Practical takeaways
- Treat successor-in-interest as an evidence project, not a single letter. Build the record around the three Dial Auto factors.
- Keep the “same job” analysis tied to the PERM role where PERM applies. Explain changes carefully and precisely.
- Expect ability-to-pay questions. Prepare to document both predecessor and successor periods when needed.
- Align corporate facts across immigration filings. Inconsistencies can trigger RFEs or credibility issues.
- Consult counsel early in the transaction timeline. Fixing a record after filing is harder.
Because successor questions often intersect with corporate law, tax structure, and multi-year immigration strategy, employers and beneficiaries should work closely with a qualified immigration attorney experienced in PERM/I-140 successorship and related H-1B planning.
This article provides general information about immigration law and is not legal advice. Immigration cases are highly fact-specific, and laws vary by jurisdiction. Consult a qualified immigration attorney for advice about your specific situation.
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