March 19, 2026
When an organization’s corporate structure changes, attorneys often focus on due diligence related to employment contracts, tax matters, real estate, and financial issues. Immigration compliance, however, is sometimes overlooked—even though failing to address it can have serious consequences.
Corporate changes that commonly trigger immigration considerations include stock or asset acquisitions, mergers, consolidations, initial public offerings, spin-offs, corporate name changes, changes in payroll source, and the relocation of an employer or its employees.
Form I-9 Compliance
All U.S. employers are prohibited from hiring unauthorized workers and must maintain documentation, Form I-9, verifying that each employee is authorized to work in the United States. During a corporate restructuring, companies may be required to complete new documentation regarding employee work authorization prior to the closing date.
Reviewing Form I-9 documentation before a corporate restructuring is critical. A successor-in-interest may assume the Form I-9 liabilities of the acquired corporation, and failure to comply with Form I-9 requirements can result in significant penalties, often reaching thousands of dollars per employee.
In some situations, employers may choose to have employees complete new Forms I-9 on the closing date to ensure proper verification procedures are followed and to prevent prior compliance errors from carrying over.
If a company does not assume the liabilities of the acquired corporation, new Forms I-9s are generally required for all employee. Similarly, if a merger creates a completely new entity, Forms I-9 may need to be completed for each employee of both organizations.
H-1B and Other Visa Considerations
Corporate restructuring can also affect employees working in the United States under temporary visas, particularly H-1B visas. Depending on the nature of the change, a new or amended petition may be required.
If the new employer qualifies as a successor-in-interest and assumes the interests and obligations of the prior employer, a new H-1B filing may not be necessary. However, certain changes, such as a shift from nonprofit to for-profit status, may require additional filings.
USCIS policy generally provides that if the new employer assumes the previous employer’s liabilities, including the attestations made in the Labor Condition Application, a new or amended H-1B petition may not be required. The impact on employees in the permanent residence process will depend on the employee position and where they are in the permanent residence process.
Immigration Due Diligence Tips
Companies undergoing a corporate transaction should consider the following immigration-related due diligence steps:
- Ensure visas are transferred prior to closing
- File required amendments in a timely manner
- Review files of all employees working under temporary visas
- Review Form I-9 documentation for current employees and terminated employees within the required retention period
- Review written policies and procedures related to the company’s Form I-9 compliance program
- Review any Social Security Administration “no-match” letters
- Review files of employees currently in the permanent residence process to assess timing considerations
- Consult with an experienced immigration attorney during the due diligence phase
Addressing immigration compliance early in the transaction process can help avoid costly penalties and ensure a smooth transition when a company’s structure changes.
If your company is undergoing a corporate restructuring or business transaction, it is important to address immigration issues early in the process. For guidance, please contact RRD immigration attorney Mandi B. Bucceroni at mbucceroni@regerlaw.com or 215-495-6508.