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OTONABEE-SOUTH MONAGHAN · L-1A FIELD GUIDE

Does inserting a family holding company break an Otonabee-South Monaghan dealership's L-1 qualifying relationship?

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THE DIRECT ANSWER

Usually not, provided the holding company controls both entities and the chain can be documented. What breaks a petition is an undocumented chain, not a legitimate reorganisation.

Qualifying relationship is a question of control, traced on paper

Hypothetical example: The regulations recognise parent, branch, subsidiary and affiliate relationships, all defined by ownership and control. Where a family holding company owns the Canadian dealership and also owns the United States service company, the two operating companies are affiliates through common ownership and the relationship qualifies. The difficulty is evidentiary.

After a reorganisation the current share registers show the holdco, while older contracts, bank records and the American company's own filings may still name the original individual shareholders. A reviewer reading only the current documents cannot see the connection, and a reviewer reading only the old ones sees a relationship that no longer exists. Produce a single dated chain: original registers, the transfer resolutions, the reorganisation agreement, the current registers for all three companies, and a short covering explanation.

If a shareholders' agreement gives an outside party veto rights, disclose it, because control is not always the same as percentage.