Successor-In-Interest SII Rules Require Four Documents Under Uscis Policy Manual I-140

Successor-in-Interest (SII) issues arise when a corporate change (merger, acquisition, or spin-off) affects an employer who sponsored an employee’s I-140. The successor must prove it assumed the predecessor’s rights, duties, and liabilities to keep the I-140 and priority date alive.

If the successor fails to document that assumption, USCIS may treat the case as a new filing. That can mean delays, RFEs, NOIDs, or a forced restart of PERM and I-140 in some situations.

1) Overview: what Successor-in-Interest (SII) means and when it comes up

Successor-in-Interest (SII) is a doctrine USCIS applies in employment-based immigrant cases to allow a new company to “step into the shoes” of the original petitioner after a corporate change. The successor does not preserve a case by assumption alone; it must document that it took over the predecessor’s petitioning role tied to the sponsored job.

USCIS frames this analysis in the USCIS Policy Manual, Volume 6, Part E, Chapter 3, and officers evaluate SII filings against that framework. Many outcomes rest on whether the evidence fits that chapter’s structure.

• Merger (one entity absorbs another)
• Acquisition (stock purchase or asset purchase)
• Spin-off (business line becomes a new entity)
• Asset purchase (only selected assets and liabilities move)

A key dividing line: SII is not “a new employer starting over.” A brand-new petitioner usually must run a new PERM process and file a new I-140. By contrast, an SII filing seeks to preserve the existing case history, including the priority date, by proving continuity plus assumed obligations.

2) The four essential documents for SII compliance (and how they protect your priority date)

Build the SII packet as a single, consistent story: (1) the prior I-140 case exists, (2) a qualifying business transfer occurred, (3) the proffered wage could be paid across the timeline, and (4) the job remained the same as certified by the PERM.

USCIS typically expects four coordinated evidence categories. Officers will compare items against each other for consistency. Incomplete documentation can trigger RFEs or denials and may threaten priority-date preservation; prepare all four categories meticulously.

Document category: Previously filed petition record (linkage) — Proves a valid immigrant case exists and the successor is tying into that same case history and priority date. Typical evidence: Form I-797 receipt or approval notice for the prior I-140, receipt number, petitioner name/address. Pitfalls: missing I-797 pages, mismatch in petitioner identity, unclear link between old and new filer.

Document category: Qualifying transfer of ownership (assumption of obligations) — Shows the successor acquired the business (or relevant portion) and assumed essential rights, duties, and liabilities needed to continue the petitioning role. Typical evidence: merger agreement, stock purchase agreement, asset purchase agreement with assumed liabilities, SEC filings, mortgage closing statements, board resolutions. Pitfalls: asset deals that exclude key liabilities, incomplete schedules, no proof the sponsored role moved with the transaction.

Document category: Ability to Pay (ATP) the proffered wage — Shows the proffered wage could be paid from the priority date onward, split between predecessor and successor at the transfer date. Typical evidence: federal tax returns, audited financial statements, annual reports; payroll records and W-2s in some cases. Pitfalls: relying only on letters, mixing timelines, failing to show ATP after the transfer date.

Document category: Job and organizational continuity statement — Demonstrates the offered job remained consistent with the PERM terms (title, duties, requirements, worksite) and that the business unit continued. Typical evidence: signed statement from an authorized official; org charts before/after; payroll records; worksite evidence; business license. Pitfalls: job “drift” in duties or location, new minimum requirements, remote-work changes not squared with PERM, unsigned or vague statements.

Step-by-step: assemble each category with the right “priority date” linkage

1. Start with the previously filed petition record (I-797). Connect the successor’s request back to the exact I-140 history. Officers look for the receipt number and petitioner identifiers to support priority date continuity.
2. Prove a qualifying transfer, not just a rebrand. Show the successor assumed the essential obligations needed to continue the petitioning job. For public companies, SEC filings can demonstrate transaction and continuity; for private deals, signed agreements and closing records matter. Asset purchases require extra care.
3. Cover Ability to Pay (ATP) across the full timeline. Provide a time-split: predecessor shows ATP from the priority date to the transfer date; successor shows ATP from transfer date onward. Use the proffered wage as stated in the PERM and I-140.
4. Document job continuity against the PERM, line by line. Provide an authorized statement plus supporting documents (org charts, payroll, worksite proof). If the role moved worksites or responsibilities changed, explain why the position still matches the PERM or consider an amended approach.

Keep the four categories coordinated so they tell the same story: the prior case exists, the qualifying transfer moved the relevant business elements, ATP is matched to the timeline, and the job remained consistent with PERM. Officers expect consistency across those documents.

3) Official USCIS/DHS statements and recent updates that can tighten scrutiny

USCIS can keep the SII legal framework stable while increasing evidence scrutiny through policy clarifications and enforcement. A filing that previously passed with thin documentation may now draw an RFE under heightened review expectations.

Labor compliance and “successor” exposure (H-2B context)

Although this article focuses on employment-based permanent cases (I-140), employers should track enforcement signals across programs. Under an H-2B successor enforcement posture effective January 17, 2025, serious labor law violations and prohibited fee practices can affect petition outcomes and risk.

USCIS has also stated: “A criminal conviction or final administrative determination against certain individuals will be treated as a determination against the petitioner or successor in interest.” (USCIS Newsroom, December 12, 2025). That posture can influence how officers view credibility and documentation quality.

Ability-to-pay evidence: letters alone are weaker

USCIS has warned that conclusory letters often do not carry the case, especially where the only letter comes from a predecessor’s financial officer. Officers generally prefer objective records such as tax returns or audited financial statements that map to the ATP period.

Premium processing: planning around rule changes

Premium processing can speed adjudication for certain filings, including I-140. Rule changes and fee adjustments may affect timing and budgeting during restructurings, so plan filing strategies around anticipated effective dates.

The table below summarizes recent updates and effective dates relevant to SII risk and planning.

4) Why SII compliance is the make-or-break issue in restructurings

SII is often the only path to preserve continuity when ownership changes mid-process. Without adequate SII proof, an employer may be forced into a new PERM and a new I-140, which can be devastating for workers waiting on visa availability.

RFEs, NOIDs, and denials create real retention and operational risk for employers and employees. For many H-1B holders, an approved I-140 enables extensions beyond normal time limits; losing that I-140 or its priority date can cause long delays.

Keep two ideas distinct: preserving a priority date depends on continuity of the I-140 history through SII proof, while proving continued eligibility requires demonstrating the job still matches the PERM/I-140 terms and that the employer can pay the proffered wage.

Documents must address both continuity and eligibility. Statements alone rarely suffice; objective supporting records are essential.

5) Impact on affected individuals (H-1B holders and their employers)

Backlogs make priority dates both emotionally and financially significant. For employees from backlogged countries, losing a priority date can mean years of delay. That risk increases when a corporate event occurs and the SII packet is thin or inconsistent.

Employers face operational pressure. Incomplete SII filings can trigger RFEs that prolong uncertainty and strain workforce planning. Key H-1B holders may hesitate to remain amid ambiguity, threatening projects and retention.

Effective SII compliance requires cross-functional coordination:

1. Corporate counsel: transaction documents, closing evidence, assumed liabilities.
2. HR: PERM file, role description, worksite details, org charts.
3. Finance: ATP records for both entities, tied to the proffered wage and the correct time periods.
4. Immigration counsel: case strategy, consistency checks, and RFE response planning.

6) Official sources and URLs to use (and what each is best for)

Use primary government pages when preparing or reviewing an SII filing. Versions and guidance can change, so confirm you are consulting the current sources before filing.

USCIS Policy Manual, Volume 6, Part E, Chapter 3 (Successor-in-Interest)
Best for: the governing framework, definitions, and adjudication standards.
USCIS Policy Manual, Volume 6, Part E, Chapter 3

USCIS H-2B program page
Best for: program-level compliance and enforcement context that can affect successor-related risk posture.
USCIS H-2B Temporary Non-Agricultural Workers

Federal Register (premium processing rule text and effective dates)
Best for: definitive rule language and the effective date March 1, 2026 for the fee increase announced January 12, 2026.

Before any filing, confirm you are using the current USCIS Policy Manual version and current Federal Register text. Policy shifts can change what evidence officers expect.

This article summarizes official guidance and updates and does not substitute for legal counsel. Readers should consult an immigration attorney for case-specific advice to ensure YMYL compliance and tailored guidance.