加拿大华人论坛 加拿大留学移民美国投资移民 - RC：投资人与项目没有关系！
在加拿大
郑重警告！迄今为止所有RC的项目都与投资人没有任何法律关系！ 不必费心讨论RC项目了！
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回复: RC：投资人与项目没有关系！Basically, a Regional Center project can form a limited partnership and receive capital contributions from individual EB-5 investors and then the limited partnership, as a new commercial enterprise, can make a loan to a job-creating business or businesses, as long as such investment structure has been submitted and approved by USCIS as a regional center. Also, during October 19th 2009 AILA EB-5 Conference in San Francisco, CSC adjudicating officers present at the panel again specifically confirmed that "third-party" guarantee of the loan made by a limited partnership to the job-creating borrower (but not any guarantee on investor's investment into a limited partnership) is also permissible. Basically, we believe that any such guarantee has to fall within the real-world, commercial practices.
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不理闲事，不听废话，低头做事，抬头看路！均属个人观点，与所在机构无关Basically, a Regional Center project can form a limited partnership and receive capital contributions from individual EB-5 investors and then the limited partnership, as a new commercial enterprise, can make a loan to a job-creating business or businesses, as long as such investment structure has been submitted and approved by USCIS as a regional center. Also, during October 19th 2009 AILA EB-5 Conference in San Francisco, CSC adjudicating officers present at the panel again specifically confirmed that "third-party" guarantee of the loan made by a limited partnership to the job-creating borrower (but not any guarantee on investor's investment into a limited partnership) is also permissible. Basically, we believe that any such guarantee has to fall within the real-world, commercial practices.点击展开...基本确认：你不懂英语！
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回复: RC：投资人与项目没有关系！在我接触到的所谓“区域中心”或中介里，没有一家能够提供给我看区域中心与项目方之间的文件的。或者是“寄出来了，在路上”，或者是“商业机密”。 靠，我自己的钱将会被投入的那个项目，对我都是商业秘密，我还投个逑啊。所以，我走。 LZ说的有理。项目与我 没关系。
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回复: RC：投资人与项目没有关系！借贷型的项目，EB-5投资人和借款方没有直接关系，但做为LP的成员，必须在一定程度上参与，这是移民局的规定。如果连LP签的合同都不能看，那还叫什么参与啊。 如果告发移民局，这个项目方是吃不了，兜着走了。
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回复: RC：投资人与项目没有关系！借贷型的项目，EB-5投资人和借款方没有直接关系，但做为LP的成员，必须在一定程度上参与，这是移民局的规定。如果连LP签的合同都不能看，那还叫什么参与啊。 如果告发移民局，这个项目方是吃不了，兜着走了。点击展开...ZOEMA的话简直就是给卖债券的人一个大耳帖子。呵呵。
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回复: RC：投资人与项目没有关系！不知道别的公司如何，我们公司作为520大桥政府公债项目的大中华地区唯一首席代理，包括有限合伙公司协议在内的文件都有。 以下附上该项目的LP 有限合伙协议 发行备忘录文件清单 1. COVER PAGE 2. SECURITIES DISCLOSURE NOTICES 3. SUMMARY OF OFFERING TERMS 4. EB-5 IMMIGRATION DISCLOSURES & RISK FACTORS5. RISK FACTORS 6. BUSINESS PLAN SUMMARY 7. SUMMARY OF LIMITED PARTNERSHIP AGREEMENT 8. SUBSCRIPTION PROCEDURE ExhibitsI. Capital Contribution Escrow AgreementII. Limited Partnership AgreementIII. Subscription AgreementIV. Investor Questionnaire 有限合伙协议SUMMARY OF THE LIMITED PARTNERSHIP AGREEMENT The rights and obligations of the Partners of 520BR will be governed by the Limited PartnershipAgreement which is attached as Exhibit II to this Offering Memorandum. It is recommended that eachprospective Investor read the entire Limited Partnership Agreement. The following is a brief summary ofsome of the provisions of the Limited Partnership Agreement. The summary and all statements madeelsewhere in this Offering Memorandum relating to the Limited Partnership Agreement are qualified intheir entirety by reference to the Limited Partnership Agreement. Allocation of Profits and Losses.Profits and Losses for each fiscal year shall be allocated in thefollowing order of priority: (a) first, to the Partners in accordance with their Adjusted Capital Contributions, payable in proportion to the unpaid amounts thereof; and (2) the balance, to the Partners in accordance with their respective Percentage Interests. Distributions. The General Partner determines in its sole discretion the amount, if any, timing, and form of any distributions of Profits by the Partnership. Available Cash Flow, Net Proceeds from a Capital Event and/or distributions in liquidation of the Company (each as defined in the Limited Partnership Agreement), if any, shall be distributed at least annually (a) first, to Partners in payment of Mandatory Distributions for payment of taxes; (b) to Partners in accordance with their Adjusted Capital Contributions, payable in proportion to the unpaid amounts thereof; and (c) the balance to Partners in accordance with their respective Percentage Interests. The Partnership shall make distributions (“Mandatory Distributions”) to Partners for the payment of taxes incurred as a result of ownership ofUnits at such times and in such amounts as will enable Partners to avoid penalties and interest and asdetermined by the General Partner. The rules governing the EB-5 Program prohibit the return of an EB-5 Investor’s Capital Contribution prior to the successful approval of the I-829 Petition. The agreement terms are for five years after the closing of the Offering. If the investor receives approval of the I-829, they may select an “early withdrawal” by notifying the partnership of their intent to either sell their portion of the investment in the partnership or retain personal control of the bonds. The early withdrawal option does not abdicate the EB-5 investor’s administration fee agreement with the Limited Partnership. Accordingly, it is possible that no return of capital will be made to any EB-5 Investor prior to the end of the fifth year after theclosing of this Offering. Indemnification. To the fullest extent permitted by law, 520BR will indemnify the General Partner andother affiliates for costs and expenses incurred by them by reason of any act performed or not performedby any of them in connection with the Partnership’s business, as long as such Person satisfies thestandards of conduct set forth in Section 5.1 and 5.2 of the Limited Partnership Agreement. In addition,the Limited Partnership Agreement expressly authorizes the Partnership to enter into agreements forindemnity and advancement of expenses with respect to any individual or person as the General Partnermay determine in its sole and absolute discretion, which rights to indemnification or advancement ofexpenses will be in addition to the provisions for indemnity contained in the Limited PartnershipAgreement. Moreover, the Limited Partnership Agreement authorizes the Partnership to purchase and maintain insurance, on behalf of persons indemnified by the Partnership, regardless of whether thePartnership would have the power to indemnify such persons against such liability under the provisions ofthe Limited Partnership Agreement. Management. The Partnership operates under the direction of a General Partner, Access the USA, LLC,a Washington limited liability company. The General Partner has full and complete authority, power anddiscretion to manage and control the business and affairs, including the management and operation of thePartnership, to make all decisions regarding those matters in its sole discretion, and to perform any and allother acts incident to or customary for the business of 520BR. Limited Partners have limited rights totake part in the management of, or to bind, the Partnership. Capital Contributions. Each Investor’s Capital Contribution must be paid at the time such Investorsubscribes to purchase Units in this Offering and shall be paid in cash. Each Investor’s CapitalContribution will be credited to his/her Capital Account. Terms governing the maintenance of CapitalAccounts are set forth in the Limited Partnership Agreement. Member Liabilities. 520BR is a limited partnership organized under the laws of the State of Washington.If an Investor’s I-526 Petition is approved, he/she will be admitted as a Limited Partner of the Partnership.Under Washington law, Limited Partners have no personal liability for the debts or obligations of thePartnership in excess of their capital contributions. No Limited Partner has the right to withdraw all orany portion of his, her, or its Capital Contribution until the full and complete winding up and liquidationof the business. Other Activities of General Partner. The General Partner may engage in or possess interests in otherbusiness ventures of any kind for its own account, including, without limitation, possessing interests inother business ventures, including, without limitation, the ownership, financing, leasing, management anddevelopment of other projects of any kind, whether or not in competition with the business of thePartnership, and neither the Partnership nor any of the other Limited Partners shall have any rights in andto such independent ventures and activities or the income or profits derived therefrom by reason of theacquisition of Units. The General Partner will incur no liability to 520BR, or to the Limited Partners, as aresult of engaging in any other business or venture in accordance with the provisions of the LimitedPartnership Agreement. Termination of Interest. The Partnership Interest of any Partner may be terminated by (1) dissolution ofthe Partnership as provided in the Limited Partnership Agreement and distribution of the proceeds ofliquidation to Partners in accordance therewith; (2) agreement of a Limited Partner, or his/her personalrepresentative, and the General Partner; or (3) the General Partner’s written notice of termination togetherwith return of the value of such Partner’s Partnership Interest. On the termination of the PartnershipInterest of a Partner, there shall be payable to that Partner, or to the estate of that Partner, the value of thatPartner's Partnership Interest, as determined by the Limited Partnership Agreement, as of the date oftermination. This payment shall be made within 120 days of the termination of the Partner’s interest. Thevalue of a Partner’s Partnership Interest shall be computed by adding the balance of his/her AdjustedCapital Contribution and any other amounts owed to the Partner by the Partnership, and subtracting fromthe sum of the above totals the sum of all amounts owed by the Partner to the Partnership. For thepurposes of valuation, it is agreed that the good will of the Partnership business, as well as otherintangible items shall not be valued. Transferability of the Units. No Limited Partner may voluntarily transfer all, or any portion of, or anyinterest or rights in, the Units owned by the Limited Partner without the prior written consent of the GeneralPartner. The voluntary transfer of any Partnership Interest, including an Economic Interest therein, inviolation of this prohibition shall be deemed invalid, null and void, and of no force or effect. Any person towhom Units are attempted to be transferred in violation of this prohibition shall not be entitled to vote,receive distributions from the Partnership, or have any other rights in or with respect to the Units. Voting. Each Partner has one vote per Unit on any matter presented to the Partners for a vote by theGeneral Partner. The following actions require approval of a Majority-In-Interest of Partners: (i) anymodification to this Agreement materially changing the rights of the Partners; and (ii) dissolution of thePartnership prior to the expiration of the At-Risk Period of all EB-5 Investors. Holders of a majority ofthe Units constitute a quorum for meetings of Partners.
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不理闲事，不听废话，低头做事，抬头看路！均属个人观点，与所在机构无关不知道别的公司如何，我们公司作为520大桥政府公债项目的大中华地区唯一首席代理，包括有限合伙公司协议在内的文件都有。 以下附上该项目的LP 有限合伙协议 发行备忘录文件清单 1. COVER PAGE 2. SECURITIES DISCLOSURE NOTICES 3. SUMMARY OF OFFERING TERMS 4. EB-5 IMMIGRATION DISCLOSURES & RISK FACTORS5. RISK FACTORS 6. BUSINESS PLAN SUMMARY 7. SUMMARY OF LIMITED PARTNERSHIP AGREEMENT 8. SUBSCRIPTION PROCEDURE ExhibitsI. Capital Contribution Escrow AgreementII. Limited Partnership AgreementIII. Subscription AgreementIV. Investor Questionnaire 有限合伙协议SUMMARY OF THE LIMITED PARTNERSHIP AGREEMENT The rights and obligations of the Partners of 520BR will be governed by the Limited PartnershipAgreement which is attached as Exhibit II to this Offering Memorandum. It is recommended that eachprospective Investor read the entire Limited Partnership Agreement. The following is a brief summary ofsome of the provisions of the Limited Partnership Agreement. The summary and all statements madeelsewhere in this Offering Memorandum relating to the Limited Partnership Agreement are qualified intheir entirety by reference to the Limited Partnership Agreement. Allocation of Profits and Losses.Profits and Losses for each fiscal year shall be allocated in thefollowing order of priority: (a) first, to the Partners in accordance with their Adjusted Capital Contributions, payable in proportion to the unpaid amounts thereof; and (2) the balance, to the Partners in accordance with their respective Percentage Interests. Distributions. The General Partner determines in its sole discretion the amount, if any, timing, and form of any distributions of Profits by the Partnership. Available Cash Flow, Net Proceeds from a Capital Event and/or distributions in liquidation of the Company (each as defined in the Limited Partnership Agreement), if any, shall be distributed at least annually (a) first, to Partners in payment of Mandatory Distributions for payment of taxes; (b) to Partners in accordance with their Adjusted Capital Contributions, payable in proportion to the unpaid amounts thereof; and (c) the balance to Partners in accordance with their respective Percentage Interests. The Partnership shall make distributions (“Mandatory Distributions”) to Partners for the payment of taxes incurred as a result of ownership ofUnits at such times and in such amounts as will enable Partners to avoid penalties and interest and asdetermined by the General Partner. The rules governing the EB-5 Program prohibit the return of an EB-5 Investor’s Capital Contribution prior to the successful approval of the I-829 Petition. The agreement terms are for five years after the closing of the Offering. If the investor receives approval of the I-829, they may select an “early withdrawal” by notifying the partnership of their intent to either sell their portion of the investment in the partnership or retain personal control of the bonds. The early withdrawal option does not abdicate the EB-5 investor’s administration fee agreement with the Limited Partnership. Accordingly, it is possible that no return of capital will be made to any EB-5 Investor prior to the end of the fifth year after theclosing of this Offering. Indemnification. To the fullest extent permitted by law, 520BR will indemnify the General Partner andother affiliates for costs and expenses incurred by them by reason of any act performed or not performedby any of them in connection with the Partnership’s business, as long as such Person satisfies thestandards of conduct set forth in Section 5.1 and 5.2 of the Limited Partnership Agreement. In addition,the Limited Partnership Agreement expressly authorizes the Partnership to enter into agreements forindemnity and advancement of expenses with respect to any individual or person as the General Partnermay determine in its sole and absolute discretion, which rights to indemnification or advancement ofexpenses will be in addition to the provisions for indemnity contained in the Limited PartnershipAgreement. Moreover, the Limited Partnership Agreement authorizes the Partnership to purchase and maintain insurance, on behalf of persons indemnified by the Partnership, regardless of whether thePartnership would have the power to indemnify such persons against such liability under the provisions ofthe Limited Partnership Agreement. Management. The Partnership operates under the direction of a General Partner, Access the USA, LLC,a Washington limited liability company. The General Partner has full and complete authority, power anddiscretion to manage and control the business and affairs, including the management and operation of thePartnership, to make all decisions regarding those matters in its sole discretion, and to perform any and allother acts incident to or customary for the business of 520BR. Limited Partners have limited rights totake part in the management of, or to bind, the Partnership. Capital Contributions. Each Investor’s Capital Contribution must be paid at the time such Investorsubscribes to purchase Units in this Offering and shall be paid in cash. Each Investor’s CapitalContribution will be credited to his/her Capital Account. Terms governing the maintenance of CapitalAccounts are set forth in the Limited Partnership Agreement. Member Liabilities. 520BR is a limited partnership organized under the laws of the State of Washington.If an Investor’s I-526 Petition is approved, he/she will be admitted as a Limited Partner of the Partnership.Under Washington law, Limited Partners have no personal liability for the debts or obligations of thePartnership in excess of their capital contributions. No Limited Partner has the right to withdraw all orany portion of his, her, or its Capital Contribution until the full and complete winding up and liquidationof the business. Other Activities of General Partner. The General Partner may engage in or possess interests in otherbusiness ventures of any kind for its own account, including, without limitation, possessing interests inother business ventures, including, without limitation, the ownership, financing, leasing, management anddevelopment of other projects of any kind, whether or not in competition with the business of thePartnership, and neither the Partnership nor any of the other Limited Partners shall have any rights in andto such independent ventures and activities or the income or profits derived therefrom by reason of theacquisition of Units. The General Partner will incur no liability to 520BR, or to the Limited Partners, as aresult of engaging in any other business or venture in accordance with the provisions of the LimitedPartnership Agreement. Termination of Interest. The Partnership Interest of any Partner may be terminated by (1) dissolution ofthe Partnership as provided in the Limited Partnership Agreement and distribution of the proceeds ofliquidation to Partners in accordance therewith; (2) agreement of a Limited Partner, or his/her personalrepresentative, and the General Partner; or (3) the General Partner’s written notice of termination togetherwith return of the value of such Partner’s Partnership Interest. On the termination of the PartnershipInterest of a Partner, there shall be payable to that Partner, or to the estate of that Partner, the value of thatPartner's Partnership Interest, as determined by the Limited Partnership Agreement, as of the date oftermination. This payment shall be made within 120 days of the termination of the Partner’s interest. Thevalue of a Partner’s Partnership Interest shall be computed by adding the balance of his/her AdjustedCapital Contribution and any other amounts owed to the Partner by the Partnership, and subtracting fromthe sum of the above totals the sum of all amounts owed by the Partner to the Partnership. For thepurposes of valuation, it is agreed that the good will of the Partnership business, as well as otherintangible items shall not be valued. Transferability of the Units. No Limited Partner may voluntarily transfer all, or any portion of, or anyinterest or rights in, the Units owned by the Limited Partner without the prior written consent of the GeneralPartner. The voluntary transfer of any Partnership Interest, including an Economic Interest therein, inviolation of this prohibition shall be deemed invalid, null and void, and of no force or effect. Any person towhom Units are attempted to be transferred in violation of this prohibition shall not be entitled to vote,receive distributions from the Partnership, or have any other rights in or with respect to the Units. Voting. Each Partner has one vote per Unit on any matter presented to the Partners for a vote by theGeneral Partner. The following actions require approval of a Majority-In-Interest of Partners: (i) anymodification to this Agreement materially changing the rights of the Partners; and (ii) dissolution of thePartnership prior to the expiration of the At-Risk Period of all EB-5 Investors. Holders of a majority ofthe Units constitute a quorum for meetings of Partners.点击展开...你别闹了好不好，不懂就好好学。
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回复: RC：投资人与项目没有关系！这些文件都是形式，走龙套的。 投资人要看的是他们的就业报告是怎样写的。没看这报告就投，就等于要从520大桥玩“笨猪跳”！呵呵
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回复: RC：投资人与项目没有关系！投资人睁大眼看看，每天批评AMERICAN LIFE没有退出机制，好好看看这个退出机制吧！！！！ Member Liabilities. 520BR is a limited partnership organized under the laws of the State of Washington.If an Investor’s I-526 Petition is approved, he/she will be admitted as a Limited Partner of the Partnership.Under Washington law, Limited Partners have no personal liability for the debts or obligations of thePartnership in excess of their capital contributions. No Limited Partner has the right to withdraw all orany portion of his, her, or its Capital Contribution until the full and complete winding up and liquidationof the business. Transferability of the Units. No Limited Partner may voluntarily transfer all, or any portion of, or anyinterest or rights in, the Units owned by the Limited Partner without the prior written consent of the GeneralPartner. The voluntary transfer of any Partnership Interest, including an Economic Interest therein, inviolation of this prohibition shall be deemed invalid, null and void, and of no force or effect. Any person towhom Units are attempted to be transferred in violation of this prohibition shall not be entitled to vote,receive distributions from the Partnership, or have any other rights in or with respect to the Units. .点击展开...
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回复: RC：投资人与项目没有关系！不知他们项目方那个大牌移民律师有没有好好研究这一条。移民局会不会否定这个条款，可不一定。 整体看看，那个大牌移民律师可能只是帮他们申请了区域中心资格，至于下边的项目搞什么鬼，他不见得清楚吧 Termination of Interest. The Partnership Interest of any Partner may be terminated by (1) dissolution ofthe Partnership as provided in the Limited Partnership Agreement and distribution of the proceeds ofliquidation to Partners in accordance therewith; (2) agreement of a Limited Partner, or his/her personalrepresentative, and the General Partner; or (3) the General Partner’s written notice of termination togetherwith return of the value of such Partner’s Partnership Interest. On the termination of the PartnershipInterest of a Partner, there shall be payable to that Partner, or to the estate of that Partner, the value of thatPartner's Partnership Interest, as determined by the Limited Partnership Agreement, as of the date oftermination. This payment shall be made within 120 days of the termination of the Partner’s interest. Thevalue of a Partner’s Partnership Interest shall be computed by adding the balance of his/her AdjustedCapital Contribution and any other amounts owed to the Partner by the Partnership, and subtracting fromthe sum of the above totals the sum of all amounts owed by the Partner to the Partnership. For thepurposes of valuation, it is agreed that the good will of the Partnership business, as well as otherintangible items shall not be valued.点击展开...
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回复: RC：投资人与项目没有关系！不要把退出机制Exit Strategy 和 在有限合伙公司的撤资约束 混为一谈。
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不理闲事，不听废话，低头做事，抬头看路！均属个人观点，与所在机构无关不要把退出机制Exit Strategy 和 在有限合伙公司的撤资约束 混为一谈。点击展开...你和马妹妹不在同一个水平上，别闹了！ 就这个水平也敢接受美国移民委托，真替申请人悲哀！
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回复: RC：投资人与项目没有关系！这个有限合伙公司协议递交移民局获得通过了，并以此作为样本文件备案。 退出的时候，I-829已经通过了，拿到了正式永久绿卡。就业已经创造，这时USCIS对有限合伙公司是否依然存在，已经没有要求，也不再关心了。 有限合伙公司认购协议为期5年，提前结束，依然要支付剩余时间的管理费。（小于每年债券的固定利息）
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不理闲事，不听废话，低头做事，抬头看路！均属个人观点，与所在机构无关这个有限合伙公司协议在递交递交移民局获得通过了。并以此作为样本文件备案。 退出的时候，I-829已经通过了，拿到了正式永久绿卡。就业已经创造，这时USCIS对有限合伙公司是否依然存在，已经没有要求，也不再关心了。 有限合伙公司认购协议为期5年，提前结束，依然要支付剩余时间的管理费。（小于每年债券的固定利息）点击展开...离得不远，你还是考虑过来一趟我给你调理调理。真的，不开玩笑。
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回复: RC：投资人与项目没有关系！不要把退出机制Exit Strategy 和 在有限合伙公司的撤资约束 混为一谈。点击展开...对于移民局讲，这两个是一回事！
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回复: RC：投资人与项目没有关系！这个有限合伙公司协议递交移民局获得通过了，并以此作为样本文件备案。点击展开...区域中心的资格审定只是间接就业的模型，其他文件只是个假设，移民局是等526申请的时候细查。 别动不动拿移民局的批准当借口，那只能害投资人呢！
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回复: RC：投资人与项目没有关系！所讨论有限合伙协议的那个条款，USCIS也是同意的。
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不理闲事，不听废话，低头做事，抬头看路！均属个人观点，与所在机构无关回复: RC：投资人与项目没有关系！移民局要求valuation of Partner's interests based on fair market value. 下边的条款象fair market value 吗？ “The value of a Partner’s Partnership Interest shall be computed by adding the balance of his/her Adjusted Capital Contribution and any other amounts owed to the Partner by the Partnership, and subtracting from the sum of the above totals the sum of all amounts owed by the Partner to the Partnership.”
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合同只要不是强迫你签的就没有问题。 The fair market value is the price at which the property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of relevant facts.
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