Cite as 25 I&N Dec. 369 (AAO 2010) Interim Decision #3700

1 This matter was initially decided on January 11, 2006, and designated as an “adopted

decision” of U.S. Citizenship and Immigration Services (“USCIS”), guiding USCIS officers

in their administration of the immigration laws. It was not designated as precedent under

8 C.F.R. § 1003.1(i) (2010) until October 20, 2010. On our own motion, we reopen and

amend the decision for the limited purpose of making editorial revisions consistent with

designation of the decision as precedent.

369

Matter of CHAWATHE

Decided October 20, 20101

U.S. Department of Homeland Security

U.S. Citizenship and Immigration Services

Administrative Appeals Office

(1) For purposes of establishing the requisite continuous residence in naturalization

proceedings pursuant to section 316(b) of the Immigration and Nationality Act, 8 U.S.C.

§ 1427(b) (2006), a publicly held corporation may be deemed an “American firm

or corporation” if the applicant establishes that the corporation is both incorporated

in the United States and trades its stock exclusively on U.S. stock exchange markets. 

(2) When an applicant’s employer is a publicly held corporation that is incorporated in the

United States and trades its stock exclusively on U.S. stock markets, the applicant need

not demonstrate the nationality of the corporation by establishing the nationality of those

persons who own more than 51% of the stock of that firm. Matter of Warrach, 17 I&N

Dec. 285, 286-87 (Reg. Comm’r 1979), clarified. 

(3) In most administrative immigration proceedings, the applicant must prove

by a preponderance of evidence that he or she is eligible for the benefit sought. 

(4) Even if the director has some doubt as to the truth, if the petitioner submits relevant,

probative, and credible evidence that leads the director to believe that the claim is “more

likely than not” or “probably” true, the applicant has satisfied the standard of proof.

Matter of E-M-, 20 I&N Dec. 77, 79-80 (Comm’r 1989), followed.

(5) If the director can articulate a material doubt, it is appropriate for the director to either

request additional evidence or, if that doubt leads the director to believe that the claim

is probably not true, deny the application or petition. 

ON BEHALF OF APPLICANT: Pro se

BEFORE: Perry Rhew, Chief, Administrative Appeals Office

The application to preserve residence for naturalization purposes was

denied by the Acting District Director, San Francisco, California, and is now
Cite as 25 I&N Dec. 369 (AAO 2010) Interim Decision #3700

2

 A “stock” is a proportional part of a corporation’s capital represented by the total number

of equal units (or shares) owned, and granting the stockholder the right to participate in the

management of the corporation and share in its profits. See generally Black’s Law

Dictionary 1428 (7th ed. 2002).

370

before the Administrative Appeals Office (“AAO”) on appeal. The appeal will

be sustained. 

The primary question presented in this matter is whether a publicly traded

corporation may be considered an “American firm or corporation,” pursuant

to section 316(b) of the Immigration and Nationality Act, 8 U.S.C. § 1427(b)

(2006), when its stock ownership is widely dispersed and there is no readily

available means to determine the nationality of its owners.2

 Upon review, the

AAO concludes that a publicly held corporation may be deemed an “American

firm or corporation” for purposes of section 316(b) of the Act if the applicant

establishes that the corporation is both incorporated in the United States and

trades its stock exclusively on U.S. stock markets.

I. FACTUAL AND PROCEDURAL HISTORY

The applicant is an employee of ChevronTexaco Corporation who

was granted permanent resident status on June 26, 2000, as a member

of a profession holding an advanced degree or having exceptional ability.

Expecting to file an application for naturalization as a United States citizen

in the future, the applicant filed an Application to Preserve Residence for

Naturalization Purposes (Form N-470) with his local immigration office

in San Francisco, California, on January 30, 2003. The applicant seeks

to preserve his residence for naturalization purposes under section 316(b)

of the Act as a lawful permanent resident who will be temporarily absent from

the United States for the purpose of employment with an “American firm

or corporation.” 

In order to be naturalized as a United States citizen, the Act requires in part

that a person reside continuously in the United States as a lawful permanent

resident for at least 5 years prior to filing an application for naturalization, and

that the person be physically present in the United States for at least one half

of the required residency period. See generally section 316 of the Act.

Section 316(b) of the Act provides that an absence from the United States for

a continuous period of 1 year or more shall break the continuity of the required

5-year period of continuous residence. 

However, section 316(b) of the Act also provides that no period of absence

from the United States shall break the continuity of residence if the applicant

proves to the satisfaction of the Secretary of Homeland Security that he or she
Cite as 25 I&N Dec. 369 (AAO 2010) Interim Decision #3700

371

has been physically present and residing in the United States after being

lawfully admitted for permanent residence for an uninterrupted period of at least

one year and . . . is employed by an American firm or corporation engaged in whole

or in part in the development of foreign trade and commerce of the United States,

or a subsidiary thereof more than 50 per centum of whose stock is owned

by an American firm or corporation . . . . 

In the present matter, the director determined that the applicant had failed

to establish that his employer, ChevronTexaco Corporation, was an “American

firm or corporation” as required by the Act. The director determined further

that the applicant had failed to establish that his temporary overseas employer,

Saudi Arabian Texaco, qualified as a ChevronTexaco Corporation

“subsidiary” under section 316(b) of the Act. The director denied the

application for preservation of residence for naturalization purposes on this

basis. 

On appeal, the applicant asserts that his employer, ChevronTexaco

Corporation (hereafter referred to as ChevronTexaco), was incorporated in the

State of Delaware and qualifies as an “American firm or corporation” under

section 316(b) of the Act. The applicant also asserts that Saudi Arabian

Texaco is owned and controlled by ChevronTexaco and therefore qualifies

as a “subsidiary of an American corporation.” 

II. “AMERICAN FIRM OR CORPORATION”

For purposes of section 316(b) of the Act, the nationality of a firm

or corporation has traditionally been determined through tracing the percentage

of individual ownership interest in a firm or corporation, and by tracing the

nationality of the persons having principal ownership interests (more than

50%) in the firm or corporation. The Immigration and Naturalization Service

Regional Commissioner stated in Matter of Warrach, 17 I&N Dec. 285,

286-87 (Reg. Comm’r 1979), that 

when it is shown that 51 percent or more of the stock of the employer corporation

is owned by a foreign firm, such firm is a “foreign corporation” within the meaning

of section 316(b). The fact that a firm is incorporated under the laws of a state

of the United States does not necessarily determine that it is an American firm

or corporation. The nationality of such firm would be determined by the nationality

of those persons who own more than 51 percent of the stock of that firm. 

Thus, under the principles set forth in Matter of Warrach,

ChevronTexaco’s incorporation in the State of Delaware does not establish

that ChevronTexaco is an “American firm or corporation.” Rather, the

applicant must also demonstrate that more than 50% of ChevronTexaco

is owned by persons who are United States citizens. The applicant in the

present matter provided no evidence to establish who the individual
Cite as 25 I&N Dec. 369 (AAO 2010) Interim Decision #3700

3 In general, the capital stock of a corporation may be “closely held” or “publicly held.”

A closely held corporation issues stock to a few stockholders, and that stock is not traded

on the public stock markets or securities exchanges. By contrast, the stock of a publicly held

corporation is listed on the public stock markets and is traded to and among the general

public. See Black’s Law Dictionary, supra, at 341-44. The U.S. public stock markets

or securities exchanges include the New York Stock Exchange (NYSE), the Nasdaq Stock

Market (NASDAQ), the American Stock Exchange (AMEX) [now known as NYSE Amex

Equities], the Philadelphia Stock Exchange (PHLX), the Chicago Stock Exchange (CHX),

Boston Stock Exchange (BSE), and the National Stock Exchange (NSX). 

372

ChevronTexaco stockholders are, or to establish the percentage of ownership

interests held by each stockholder. Nor did the applicant provide evidence

or information to establish the nationality of each stockholder or owner of the

corporation. The applicant therefore failed to establish that ChevronTexaco

is an “American corporation” as defined in Matter of Warrach. 

The AAO notes that the principles set forth in Matter of Warrach apply

well to traditional situations involving closely held companies or corporations.

However, the Warrach principles fail to address or to take into account the

difficulties of tracing the ownership interests and nationalities of modern,

publicly held corporations that have thousands of stockholders and capital

stock that is traded on a daily basis on the stock markets.3

The present record contains a copy of ChevronTexaco Corporation’s 2002

Securities and Exchange Commission (“SEC”) Annual Report Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934, (SEC

Form 10-K). An SEC Form 10-K is the report that publicly held corporations

file with the SEC on an annual basis; the report provides a comprehensive

overview of a corporation’s business and financial condition and includes

audited financial statements. See generally U.S. SEC, Quick Answers,

Form 10-K, http://www.sec.gov/answers/form10k.htm (last modified June 26,

2009). 

In the present matter, the submitted SEC Form 10-K reflects

that ChevronTexaco is incorporated in the State of Delaware and that

ChevronTexaco stock is traded on the New York Stock Exchange, located

in New York, New York, and on the Pacific Stock Exchange, located

in San Francisco, California. The AAO notes that the Restated Certificate

of Incorporation of ChevronTexaco Corporation, dated October 9, 2001,

reflects that ChevronTexaco stock is traded publicly, and that “[t]he total

of shares of all classes of stock which the Corporation shall have authority

to issue is four billion one hundred million (4,100,000,000), of which one

hundred million (100,000,000) shares shall be Preferred Stock . . . and four

billion (4,000,000,000) shares shall be Common Stock.” 

The AAO recognizes that the widely dispersed ownership of publicly held

corporations makes it extremely difficult, if not impossible, for an applicant
Cite as 25 I&N Dec. 369 (AAO 2010) Interim Decision #3700

4 Section 319(b) of the Act relates, in part, to the naturalization requirements of spouses

of United States citizens who are employed overseas by an “American firm or corporation”

and who are engaged in whole or in part in the development of foreign trade and commerce

of the United States, or a subsidiary thereof.

5 The current case, however, is readily distinguished from the case addressed by the 1995

Legal Opinion. The alien in that case was employed by a closely held corporation that was

the wholly owned subsidiary of a multi-tiered business entity. The ultimate parent

corporation was incorporated abroad, and the majority of its stock was owned by persons

who were not U.S. citizens or nationals. Thus, the employing corporation was a foreign

corporation because the ultimate parent corporation was a foreign corporation. In this

current appeal, the AAO is examining the nationality of the publicly traded parent

corporation, rather than a closely held subsidiary.

373

under section 316(b) of the Act to trace the interests and nationalities of its

stockholders. As in this case, a publicly traded corporation may issue billions

of shares of stock which are traded daily by the general public.

Examining a question relating to the nationality of a corporation and

section 319(b) of the Act, 8 U.S.C. § 1430 (2006), a 1995 Legal Opinion

by the Immigration and Naturalization Service, Office of the General Counsel

(now Citizenship and Immigration Services, Office of Chief Counsel)

discussed the United States Department of State regulations and precedent

legal decisions interpreting the definition of a corporation’s nationality for

purposes of the treaty trader and investor nonimmigrant visa classification.4

The Legal Opinion observed that a corporation is normally found to have the

nationality of whoever owns more than 50% of the corporation’s capital stock.

The Legal Opinion indicated that it would be anomalous to have two

conflicting principles to decide the same issue, with the variance depending

upon which section of the Act applied to the case. See Office of INS

Gen. Counsel, U.S. Dep’t of Justice, Interpretation of American Firm

or Corporation for section 319(b) of the Act, Genco Op. No. 95-21 (Sept. 14,

1995), available at 1995 WL 1796328. The Legal Opinion concluded that

the definition of “American firm or corporation” established for purposes

of nonimmigrant treaty traders and investors should also apply to relevant

cases under sections 316(b) and 319(b) of the Act, as well.5

The AAO notes that the Department of State expanded the nationality

definition of a corporation for nonimmigrant treaty trader and investor

purposes in Volume 9 of the Foreign Affairs Manual, 9 FAM 41.51 note 3.2,

which states, in pertinent part:

In cases where a corporation is sold exclusively on a stock exchange in the

country of incorporation, however, one can presume that the nationality of the

corporation is that of the location of the exchange. The applicant should still, and

may be requested to provide the best evidence available to support such
Cite as 25 I&N Dec. 369 (AAO 2010) Interim Decision #3700

6 Note that both facts must be present in order for a publicly traded firm to be considered

“American.” If a firm or corporation does not satisfy both criteria, the applicant must meet

the requirements of Matter of Warrach, 17 I&N Dec. at 285, to establish that the employer

is an “American firm or corporation.”

374

a presumption. In the case of a multinational corporation whose stock is exchanged

in more than one country, then the applicant must satisfy the consular officer by the

best evidence available that the business meets the nationality requirement. 

As noted by Matter of Warrach, 17 I&N Dec. at 287, the fact that a firm

is incorporated under the laws of a State of the United States does not

necessarily determine that it is an American firm or corporation. However,

given the difficulty of tracing the nationalities and ownership interests

of modern public corporations, the AAO finds that it is reasonable to presume

that a publicly held corporation meets the definition of “American firm

or corporation” for section 316(b) purposes if the applicant demonstrates that

the employer is both incorporated in the United States and trades its stock

exclusively on U.S. stock markets.6

In the present matter, the AAO finds that the evidence contained in the

record establishes that ChevronTexaco is incorporated in the United States

and that it is a publicly held corporation whose stock is exclusively

sold on United States stock exchange markets. The applicant has

therefore established that ChevronTexaco qualifies as an “American firm

or corporation” under section 316(b) of the Act. 

III. SUBSIDIARY AND “PREPONDERANCE OF EVIDENCE”

In addition, the AAO finds that the applicant has established that Saudi

Arabia Texaco (“SAT”) qualifies as a “subsidiary” of ChevronTexaco under

section 316(b) of the Act. Under section 316(b) of the Act, an applicant must

establish that she or he is “[e]mployed by an American firm or corporation

engaged in whole or in part in the development of foreign trade and commerce

of the United States, or a subsidiary thereof more than 50 per centum of whose

stock is owned by an American firm or corporation.” 

The AAO notes that the ChevronTexaco SEC Form 10-K submitted by the

applicant states that 

ChevronTexaco Corporation, a Delaware corporation, manages its investments

in subsidiaries and affiliates, and provides administrative, financial and management

support to U.S. and foreign subsidiaries that engage in fully integrated petroleum

operations, chemicals operations, coal mining, power and energy services. The

company operates in the United States and approximately 180 other countries. 
Cite as 25 I&N Dec. 369 (AAO 2010) Interim Decision #3700

7 The standard of proof should not be confused with the burden of proof. The burden

of proving eligibility for the benefit sought remains entirely with the applicant. Section

316(b)(2) of the Act; see also section 291 of the Act, 8 U.S.C. § 1361 (2006). Additionally,

the “preponderance of the evidence” standard does not relieve the petitioner or applicant

from satisfying the basic evidentiary requirements set by regulation. There are

no regulations relating to a corporation’s eligibility as an “American firm or corporation”

under section 316(b) of the Act. Had the regulations required specific evidence, the

applicant would have been required to submit that evidence. Cf. 8 C.F.R. § 204.5(h)(3)

(2006) (requiring that specific objective evidence be submitted to demonstrate eligibility

as an alien of extraordinary ability).

375

See SEC Form 10-K at 3. In discussing its international operations, the SEC

Form 10-K states further that “Saudi Arabia Texaco, a ChevronTexaco

subsidiary, holds a concession to produce onshore crude oil from the

Partitioned Neutral Zone (PNZ), located between the Kingdom of Saudi

Arabia and the State of Kuwait.” Id. at 15-16 (emphasis added). 

In addition, the record contains a letter written by Mr. Tim Miller,

Assistant to the President, Saudi Arabian Texaco, stating that “ChevronTexaco

is engaged in the development of foreign trade and commerce of the

United States through its wholly-owned subsidiary—Saudi Arabian Texaco

(SAT), which is located in Kuwait.” (Emphasis added.) The letter also

states that the applicant will be assigned temporarily to SAT in Kuwait for

2 to 3 years in the same capacity that he fills at ChevronTexaco in California,

and that while abroad, the applicant will continue to be paid his annual salary

by ChevronTexaco. 

Although the applicant could have submitted more probative evidence

to establish that SAT is a subsidiary of ChevronTexaco, such as direct

evidence of the ownership of SAT stock, the AAO finds that the SEC

Form 10-K and the letter written by his employer are sufficient to establish

by a preponderance of evidence that SAT is a wholly owned subsidiary

of ChevronTexaco.7

 Except where a different standard is specified by law,

a petitioner or applicant in administrative immigration proceedings must prove

by a preponderance of evidence that he or she is eligible for the benefit sought.

See, e.g., Matter of Martinez, 21 I&N Dec. 1035, 1036 (BIA 1997) (noting that

the petitioner must prove eligibility by a preponderance of evidence in visa

petition proceedings); Matter of Soo Hoo, 11 I&N Dec. 151, 152 (BIA 1965)

(finding that the petitioner had not established eligibility by a preponderance

of the evidence because the submitted evidence was not credible); cf. Matter

of Patel, 19 I&N Dec. 774, 782-3 (BIA 1988) (noting that section 204(a)(2)(A)

of the Act, 8 U.S.C. § 1154(a)(2)(A) (Supp. IV 1986), requires a higher

standard of clear and convincing evidence to rebut the presumption

of a fraudulent prior marriage). 
Cite as 25 I&N Dec. 369 (AAO 2010) Interim Decision #3700

376

The “preponderance of the evidence” standard requires that the evidence

demonstrate that the applicant’s claim is “probably true,” where the

determination of “truth” is made based on the factual circumstances of each

individual case. Matter of E-M-, 20 I&N Dec. 77, 79-80 (Comm’r 1989).

In evaluating the evidence, Matter of E-M- also stated that “[t]ruth

is to be determined not by the quantity of evidence alone but by its quality.”

Id. at 80. Thus, in adjudicating the application pursuant to the preponderance

of the evidence standard, the director must examine each piece of evidence for

relevance, probative value, and credibility, both individually and within the

context of the totality of the evidence, to determine whether the fact

to be proven is probably true. 

Even if the director has some doubt as to the truth, if the petitioner submits

relevant, probative, and credible evidence that leads the director to believe that

the claim is “more likely than not” or “probably” true, the applicant

or petitioner has satisfied the standard of proof. See INS v. Cardoza-Fonseca,

480 U.S. 421, 431 (1987) (discussing “more likely than not” as a greater than

50% chance of an occurrence taking place). If the director can articulate

a material doubt, it is appropriate for the director to either request additional

evidence or, if that doubt leads the director to believe that the claim is probably

not true, deny the application or petition. 

Here, the submitted evidence is relevant, probative, and credible.

As a document that is based on audited financial statements and reviewed

by a Federal agency, the information in the SEC Form 10-K is highly credible

and warrants substantial weight in immigration proceedings. And although the

specific claim that SAT is a “wholly-owned subsidiary” is not supported

by independent evidence, the letter from the applicant’s employer is relevant,

uncontroverted by any other evidence, and generally supported by the SEC

Form 10-K. Furthermore, as the assistant to the president of SAT, the author

is in a position to have first-hand knowledge of the corporation’s relationship

with ChevronTexaco. As required under the applicable standard of proof,

the evidence establishes that it is “probably” true that SAT is a subsidiary

of an “American firm or corporation,” with at least 50% of its stock owned

by ChevronTexaco, as required by section 316(b) of the Act. 

The AAO finds that the evidence sufficiently establishes that the

applicant’s overseas employer, Saudi Arabian Texaco, qualifies as a subsidiary

of ChevronTexaco under section 316(b) of the Act. The evidence further

establishes that the applicant’s assignment to work with SAT is temporary and

for the purpose of assisting ChevronTexaco to engage in the development

of foreign trade and commerce. 
Cite as 25 I&N Dec. 369 (AAO 2010) Interim Decision #3700

377

IV. CONCLUSION

From the evidence in the record, the AAO finds that ChevronTexaco meets

the definition of an “American corporation,” since it is incorporated in the

United States and is publicly traded solely on U.S. stock exchanges. The AAO

also finds that Saudi Arabian Texaco is a “subsidiary” of ChevronTexaco, and

that ChevronTexaco owns more than 50% of the stock in Saudi Arabian

Texaco. On the basis of these findings, the AAO concludes that the applicant

meets the requirements for preservation of his residence for naturalization

purposes pursuant to section 316(b) of the Act. The appeal will therefore

be sustained. 

ORDER: The appeal is sustained.