Practice Areas
At Dunn Legal Counsel we are happy to assist you with the following:
International Investment Structuring in the U.S.
Proper legal structuring is essential for foreign investors entering the U.S. market. Our firm assists international clients in forming and organizing U.S. entities—such as LLCs, corporations, and partnerships—in a manner that supports business goals, manages liability, and optimizes tax efficiency.
We guide clients through:
- Entity selection and formation
- Ownership and capital structure planning
- Cross-border tax and estate considerations
Whether investing in real estate, launching a U.S. business, or expanding international operations, we provide tailored legal strategies to help foreign investors establish a strong and compliant foundation in the United States.
Global Legal Solutions for International Investors, Businesses, and Families
Foreign Investment & Entity Structuring in the U.S.
With many years of experience advising international investors, our firm helps foreign individuals, families, and companies invest in the United States through carefully designed, compliant, and tax-efficient structures. We focus on aligning legal entities, tax planning, and long-term investment goals—particularly for cross-border investments involving the U.S. and Mexico. From initial structuring through ongoing compliance, we provide practical, sophisticated guidance that protects capital, minimizes risk, and supports growth in the U.S. market.
Our foreign investment and structuring services include:
- Types of U.S. investments
- Residential and commercial real estate acquisitions
- Real estate development and joint ventures
- Private equity, syndications, and SPVs
- Operating businesses and management companies
- Long-term holding structures and multi-property portfolios
- Entity structuring for foreign investors
- U.S. LLCs, corporations, and hybrid structures
- Foreign parent / U.S. subsidiary models
- Blocker corporations for foreign investors
- Joint ventures between U.S. and foreign entities
- Structuring investments through foreign companies (e.g., S.A. de C.V., holding companies, family entities)
- Tax-efficient and compliant planning
- Minimizing U.S. tax exposure for foreign investors
- Managing effectively connected income (ECI) and withholding issues
- Planning for reinvestment vs. distributions
- Coordination with U.S. and foreign tax advisors
- Structuring to reduce filing burdens while remaining fully compliant
- Strategic, investor-focused guidance
- Structuring tailored to immigration, asset protection, and exit strategies
- Clear explanations for non-U.S. investors
- Ongoing compliance and restructuring as investments evolve
Our goal is simple: to help foreign investors and businesses enter and operate in the U.S. with clarity, confidence, and structures designed to protect both capital and long-term opportunity.
Organization & Development in the U.S.
Whether you are an established business, a start-up, a family enterprise, or an individual investor, selecting the right U.S. business entity is a critical first step when entering the U.S. market. Entity choice and structure directly affect liability protection, taxation, immigration options, investor relationships, and long-term operational flexibility.
We advise domestic and international clients on forming U.S. entities that are compliant, tax-efficient, and aligned with business and investment objectives from the outset.
Entity Formation & Structuring Services
- Formation of U.S. LLCs and corporations
- Selection of state of formation based on business activity and strategy
- Foreign-owned U.S. entities and parent-subsidiary structures
- Joint ventures and multi-member ownership arrangements
- Holding companies, operating companies, and management entities
- SPVs for single-asset or project-based investments
Foreign Investor & Cross-Border Focus
- Structuring for foreign individuals and companies investing or doing business in the U.S.
- Coordination with foreign entities and ownership requirements
- Compliance with U.S. reporting and disclosure obligations
- Planning for immigration-aligned business structures (L-1, E-2, E-1, O-1)
Tax-Efficient & Practical Planning
- Entity selection to minimize U.S. tax exposure where possible
- Planning for pass-through vs. corporate taxation
- Consideration of withholding, ECI, and filing requirements
- Coordination with U.S. and foreign tax advisors
Syndicates & Special Purpose Vehicles (SPVs)
Syndicates and Special Purpose Vehicles (SPVs) are commonly used structures that allow multiple investors to pool capital into a single investment while maintaining clear governance, liability protection, and tax planning. These structures are especially
effective for real estate, private equity, and cross-border investments, where clarity and compliance are critical.
While often discussed together, syndicates and SPVs are not investments themselves—they are legal vehicles used to efficiently hold and manage a specific investment or investment strategy.
Types of Investments Commonly Structured Using Syndicates or SPVs
- Real Estate Investments
- Residential and multifamily properties
- Commercial real estate (office, retail, industrial, mixed-use)
- Development and construction projects
- Value-add and fix-and-flip projects
- Single-asset or portfolio acquisitions
- Private Equity & Operating Businesses
- U.S. LLCs, corporations, and hybrid structures
- Business growth and expansion capital
- Management or partner buyouts
- Joint ventures between U.S. and foreign investors
- Startups & Venture Capital
- Angel and seed investments
- Series A and later-stage rounds
- Simplified cap table structures through a single investment vehicle
- Cross-Border & Foreign Investor Structures
- Foreign investors pooling capital for U.S. investments
- Use of U.S. SPVs to simplify ownership and compliance
- Blocker structures to manage tax exposure and liability
Delaware & Wyoming Entity Considerations
Delaware and Wyoming are frequently discussed as preferred jurisdictions for U.S.
entity formation. While each state offers advantages, the optimal choice depends on
where the business will operate, the ownership structure, and the long-term legal and tax strategy.
Delaware is commonly used for:
- Venture-backed and institutional investment structures
- Holding companies and parent entities
- Multi-member LLCs and corporate structures with outside investors
- Known and predictable corporate law and court system
Delaware entities often work best when paired with proper foreign qualifications in states where business activities occur.
Wyoming is often considered for:
- Privately held businesses and holding companies
- Asset ownership and passive investment structures
- Lower ongoing maintenance costs and simplified administration
- Privacy-focused ownership structures (where appropriate
However, forming in Delaware or Wyoming does not eliminate the need to register as a foreign entity, pay taxes, or comply with laws in states where the business operates or owns assets.
Strategic State Selection
We help clients evaluate:
- Where business activities will occur
- Investor, banking, and operational requirements
- Tax implications and compliance obligations
- Whether a multi-entity or multi-state structure is appropriate
Our goal is not to default to a particular state, but to design a structure that supports compliance, efficiency, and long-term objectives—whether that involves Delaware, Wyoming, or another jurisdiction entirely.
Visas & Immigration
We advise businesses and professionals on U.S. immigration options that support lawful employment, operations, and long-term planning. Our approach integrates visa strategy with business realities, ensuring compliance while helping clients move forward with confidence.
Among others, our services include:
E-1 & E-2 Treaty Trader and Investor Visas
The E-1 and E-2 visas allow nationals of treaty countries to enter and work in the United States to direct and develop substantial trade or investment activities. These visas are particularly well-suited for entrepreneurs, investors, and foreign companies seeking an active and flexible presence in the U.S. market.
We advise clients on structuring E-1 and E-2 cases that align immigration requirements with business operations, investment strategy, and long-term planning.
E-2 Visa – Treaty Investor
The E-2 visa is available to investors who make a substantial investment in a U.S. business that they will direct and develop.
It is commonly used for:
- Starting or acquiring a U.S. business
- Purchasing franchises or operating companies
- Real estate-related operating businesses (not passive investments)
- Expanding an existing foreign business into the U.S.
E-2 investments must be active, at risk, and sufficient to support the enterprise’s successful operation. E-2 status can be renewed indefinitely, provided the business continues to operate and meets treaty requirements.
E-1 Visa – Treaty Trader
The E-1 visa is designed for individuals or companies engaged in substantial trade between the United States and the treaty country. It is often used by:
- Import/export businesses
- Service providers with cross-border operations
- Logistics, manufacturing, and distribution companies
- Businesses with ongoing international commercial transactions
To qualify, a significant portion of the company’s trade must be between the U.S. and the treaty country, and the applicant must play a key role in directing those trade activities.
Business-Driven Planning
E-1 and E-2 visas are heavily document-driven and require careful coordination between immigration law, corporate structure, and business operations.
Our approach focuses on:
- Proper entity formation and ownership structuring
- Investment tracing and source-of-funds analysis
- Business plans tailored to visa requirements
- Coordination with consular processing and renewals
- Long-term planning for growth, family members, and future visa options
Whether you are an entrepreneur, an investor, or a foreign business seeking a foothold in the United States, we provide clear, experienced guidance to help you navigate the E-1 and E-2 processes with confidence and precision.
L-1A & L-1B Intracompany Transfer Visas
The L-1 visa program allows foreign companies to transfer key personnel to the United States to establish, manage, or grow U.S. operations. It is one of the most effective immigration options for international businesses seeking a lawful and strategic presence in the U.S.
We regularly advise foreign-owned companies, executives, and professionals on structuring and preparing L-1 petitions that align immigration requirements with corporate, operational, and long-term planning goals.
L-1A Visa – Executives & Managers
The L-1A visa is designed for executives and managers transferring from a foreign company to a related U.S. entity. It is commonly used to:
- Open or scale a U.S. subsidiary, affiliate, or branch
- Transfer senior leadership to oversee U.S. operations
- Support expansion, investment, or development activities
L-1A status may be granted initially for up to one year for new offices (or up to three years for existing operations), with extensions available. Importantly, the L-1A visa also provides a direct pathway to permanent residence through the EB-1C category for multinational managers and executives.
L-1B Visa – Specialized Knowledge Employees
The L-1B visa is available to employees with specialized knowledge of a company’s products, services, systems, or processes. It is often used for:
- Key technical or operational personnel
- Employees with proprietary or company-specific expertise
- Supporting U.S. operations where continuity and institutional knowledge are critical
L-1B petitions require careful documentation to clearly demonstrate the employee’s specialized knowledge and its importance to the U.S. entity.
Strategic & Business-Aligned Representation
L-1 petitions are highly scrutinized and must demonstrate a real, functioning relationship between the foreign and U.S. entities, as well as a credible U.S. business plan.
Our approach emphasizes:
- Proper structuring of foreign and U.S. entities
- Clear organizational and operational planning
- Strong evidence presentation tailored to USCIS standards
- Coordination between immigration strategy and business realities
Whether you are launching a U.S. operation, transferring leadership, or supporting
long-term investment goals, we provide experienced guidance to help your company
navigate the L-1A and L-1B process with clarity and confidence.
O-1 / O-2 Extraordinary Ability Visas
The O-1 and O-2 visas provide a powerful pathway for highly accomplished professionals and the essential team members who support them to work in the United States. These visas are designed for individuals who have risen to the top of their field and whose work brings significant value to U.S. companies, organizations, or projects.
With extensive experience handling complex, high-stakes immigration matters, we guide clients through every stage of the O-1 and O-2 process—from case strategy and evidence development to petition filing and long-term planning.
O-1 Visa – Extraordinary Ability
The O-1 visa is available to individuals who demonstrate extraordinary ability through sustained national or international acclaim. It is commonly used by:
- Executives and business leaders
- Entrepreneurs and innovators
- Scientists, engineers, and researchers
- Artists, designers, and creatives
- Athletes and coaches
We focus on crafting a compelling narrative, supported by strong documentary evidence that clearly demonstrates why the beneficiary stands out among peers and why their work is critical to the U.S. petitioner.
O-2 Visa – Essential Support Personnel
The O-2 visa is designed for individuals who play an essential role in supporting the O-1 principal. O-2 beneficiaries must possess critical skills and experience that are not readily available in the U.S. labor market and are integral to the success of the O-1 beneficiary’s work or performance.
Strategic, Evidence-Driven Representation
O-1 and O-2 petitions are highly discretionary and evidence-intensive.
Our approach emphasizes:
- Strategic case positioning tailored to the beneficiary’s industry
- Clear alignment between achievements, proposed U.S. work, and immigration standards
- Thoughtful coordination with employers, agents, and sponsors
- Forward-looking planning for extensions, changes of employer, and future permanent residence options
If you are an individual of extraordinary ability, a company seeking to sponsor top talent, or a foreign professional planning a long-term U.S. presence, we provide clear, experienced guidance to help you navigate the O-1/O-2 process with confidence.
TN Professional Visas (USMCA)
The TN visa allows qualified Canadian and Mexican professionals to work in the United States in designated professional occupations under the United States–Mexico–Canada Agreement (USMCA). It is a streamlined, cost-effective option for U.S. employers and professionals seeking lawful employment authorization without the delays associated with other work visas.
We advise employers and professionals on structuring TN cases that comply with USMCA requirements while aligning with business needs and long-term planning goals.
Who the TN Visa is For
TN status is available to professionals in specific occupations, including:
- Engineers, architects, and scientists
- Accountants and economists
- Management consultants
- Computer systems analysts
- Healthcare and education professionals
- Other USMCA-designated professions
Strategic TN Representation
Although the TN visa process is faster than many other work visas, it remains highly technical and discretionary.
Our approach focuses on:
- Proper role and position classification
- Clear alignment between job duties and USMCA standards
- Employer and applicant documentation strategy
- Planning for extensions, renewals, and transitions to other visa categories
Whether you are a professional seeking U.S. work authorization or a company hiring talent from Canada or Mexico, we provide practical guidance to help you secure TN status efficiently and compliantly.
I-140 Immigrant Petition for Employment-Based Residency
The I-140 Immigrant Petition is a key step in obtaining U.S. permanent residence through employment. It allows U.S. employers to sponsor qualified foreign nationals for lawful permanent resident status based on professional qualifications, executive or
managerial roles, or extraordinary ability.
We guide employers and professionals through the I-140 process, focusing on strategic case positioning, robust evidentiary support, and long-term immigration planning. Each petition is structured to align with immigration requirements, business realities, and career objectives.
EB-1: Priority Workers
The EB-1 category is reserved for individuals at the top of their field and includes:
- Multinational executives and managers (EB-1C)
- Individuals of extraordinary ability
- Outstanding professors and researchers EB-1 petitions do not require labor certification and often provide a faster path to permanent residence.
EB-2: Advanced Degree & Exceptional Ability
The EB-2 category is available to professionals with advanced degrees or exceptional ability in their field. In some cases, a National Interest Waiver (NIW) may allow the applicant to self-petition without employer sponsorship or labor certification.
EB-3: Skilled Workers & Professionals
The EB-3 category applies to skilled workers, professionals, and certain other workers whose qualifications meet statutory requirements. EB-3 petitions typically require a PERM labor certification and careful coordination between the employer and beneficiary.
Strategic, Long-Term Planning
Employment-based permanent residence involves more than filing a single petition.
We advise clients on:
- Transitioning from nonimmigrant status (L-1, O-1, TN, E-2)
- Timing, visa availability, and priority dates
- Employer compliance and documentation strategy
- Family considerations and future mobility
Whether you are an employer sponsoring key personnel or a professional planning permanent residence in the United States, we provide experienced guidance to help you navigate the I-140 process with clarity and confidence.
EB-5 Immigrant Investor Program
The EB-5 Immigrant Investor Program allows foreign nationals to obtain U.S. permanent residence through a qualifying investment in a U.S. business that creates jobs for U.S. workers. It is a direct investment-based pathway to permanent residence for investors and their immediate family members.
We advise clients on EB-5 strategy with a focus on compliance, risk awareness, and long-term immigration planning. Our role is to help investors understand the legal framework, evaluate structural considerations, and coordinate EB-5 planning alongside broader business and investment objectives.
Investment & Compliance Considerations
EB-5 cases involve substantial documentation and long-term planning. We assist clients with:
- Investment structure and eligibility analysis
- Source and path of funds documentation
- Job creation requirements and timelines
- Conditional residence and removal of conditions
- Coordination with business, tax, and financial advisors
Strategic Planning for Investors
EB-5 is both an immigration and an investment decision. We provide clear guidance to help investors understand risks, timelines, and compliance obligations, while aligning EB-5 planning with family goals, asset protection, and future U.S. residency
considerations.
*The EB-5 program is subject to statutory limits and ongoing regulatory oversight, and its availability, requirements, or authorization may be modified, limited, or discontinued by Congress or federal agencies.
I-130 Immigrant Petition for Family Members
The I-130 Petition is used by U.S. citizens and lawful permanent residents to establish a qualifying family relationship with certain foreign national relatives for U.S. immigration purposes. Approval of the I-130 is the first step in many family-based immigration cases and forms the foundation for permanent residence through adjustment of status or consular processing.
We guide families through the I-130 process with careful attention to eligibility, documentation, and long-term immigration planning. Our approach emphasizes accuracy, clarity, and strategic coordination with the next stages of the residency process.
Who May File an I-130
- U.S. citizens petitioning for spouses, children, parents, or siblings
- Lawful permanent residents petitioning for spouses and unmarried children
Strategic Family Immigration Planning
Family-based immigration often involves timing, visa availability, and coordination with other immigration options.
We assist clients with:
- Establishing qualifying family relationships
- Preparing and organizing supporting evidence
- Evaluating adjustment of status vs. consular processing
- Managing priority dates and visa category issues
- Coordinating family petitions with employment or investment-based options
Whether you are petitioning for a spouse, parent, child, or other qualifying family member, we provide experienced guidance to help you navigate the I-130 process and plan the next steps toward permanent residence with confidence.
N-400 Application for Naturalization
The N-400 Application for Naturalization is used by lawful permanent residents to apply for U.S. citizenship. Naturalization allows eligible applicants to obtain the full rights and benefits of U.S. citizenship, including the ability to vote, obtain a U.S. passport, and petition for certain family members.
We guide clients through the naturalization process with careful attention to eligibility, timing, and documentation. Our approach emphasizes preparation, compliance, and minimizing risks, particularly where prior immigration history or extended travel may
affect eligibility.
Eligibility & Key Considerations
Applicants for naturalization must generally demonstrate:
- Continuous residence and physical presence in the United States
- Good moral character during the statutory period
- Basic knowledge of U.S. civics and English (with limited exceptions)
- Compliance with prior immigration and residency requirements
Planning
Naturalization is not always a simple filing of an application.
We assist clients with:
- Eligibility analysis and timing considerations
- Review of travel history, tax filings, and prior applications
- Addressing potential issues before filing
- Preparation for the naturalization interview and examination
- Coordination with pending or prior immigration matters
Whether you are applying for citizenship at the first opportunity or addressing a more complex immigration history, we provide experienced guidance to help you approach the N-400 process with clarity and confidence.
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