Where Do The Concepts of the NCE and JCE Come From?
The terms New Commercial Enterprise (NCE) and Job Creating Entity (JCE) are formal constructs defined by U.S. Citizenship and Immigration Services (USCIS) in its EB-5 regulations and policy guidance.
USCIS explicitly permits:
The entity receiving EB-5 capital (the NCE), and
The entity creating jobs (the JCE)
to be separate legal entities. This separation is now standard in institutional-quality EB-5 projects.
What Is the New Commercial Enterprise (NCE)?
The New Commercial Enterprise (NCE) is the EB-5 investment vehicle into which investors contribute their EB-5 capital.
Key characteristics of the NCE:
Formed specifically for EB-5 purposes
Typically structured as an LLC or limited partnership
Receives and holds EB-5 investor capital
Makes a qualifying investment into the JCE (usually a loan, sometimes equity)
The NCE is not the real estate project or operating business. Its role is financial and fiduciary, not operational.
What Is the NCE Manager?
The NCE Manager is the most critical entity in the EB-5 structure. The NCE Manager is responsible for:
Accepting EB-5 investor capital
Overseeing escrow and release conditions
Structuring the loan or equity agreement between the NCE and the JCE
Controlling all movement of funds at the NCE level (but only with approval from fund administrator)
Servicing the EB-5 loan or managing distributions
Making interest payments to investors (if applicable)
Ensuring repayment of EB-5 capital
Maintaining EB-5 compliance through the sustainment period
From an investor-protection standpoint, the NCE Manager is the primary fiduciary steward of EB-5 capital.
Many EB-5 sponsors both own a regional center and serve as NCE Manager, but ownership of a regional center is not required to manage an NCE effectively.
What Is the Job Creating Entity (JCE)?
The Job Creating Entity (JCE) is the operating company or project entity that actually creates the required U.S. jobs. Examples include:
A hotel or mixed-use development entity
A manufacturing or operating business
A real estate development company
The JCE:
Receives EB-5 capital from the NCE
Uses funds for construction or operations
Creates qualifying EB-5 jobs
Repays the EB-5 loan or provides returns back to the NCE
Importantly, the JCE does not initially control EB-5 investor funds. Capital flows to the JCE only after being released and approved through the NCE structure.
What Is the Role of the Regional Center?
A regional center is a USCIS-designated entity authorized to sponsor EB-5 projects and allow indirect and induced job creation to be counted. A regional center’s role includes:
Geographic sponsorship of the EB-5 project
Oversight of economic modeling and job methodology
USCIS reporting and compliance coordination
What a regional center does not do:
It does not receive EB-5 investor funds
It does not control escrow or operating accounts
It does not manage the NCE
Regional center ownership alone does not determine who controls investor capital.
Why Many Projects Use Third-Party Regional Centers
Regional center approvals are geographically limited. For EB-5 sponsors operating nationally, it is common—and fully permitted—to affiliate with or “rent” a third-party regional center when a project falls outside the geography of a regional center they own. This structure:
Is common across the EB-5 industry
Is explicitly permitted by USCIS
Does not reduce investor protections when paired with a strong NCE Manager
The Role of Third-Party Fund Administrators in EB-5
Many institutional EB-5 projects add another layer of oversight by engaging an independent third-party fund administrator, such as Baker Tilly. In these structures:
Escrow releases are independently verified
Transfers from NCE to JCE require third-party approval
Investor distributions and repayments are independently administered
In practice, this means the NCE Manager cannot move funds unilaterally, which enhances transparency and investor protection.
Typical EB-5 Investment Structure
In the diagram above, we can see a typical EB-5 investment structure assuming a capital raise amount of $20 million. With the fund administrator overseeing and approving all movements of funds, we can see that EB-5 investor funds are first pooled in the NCE, which is managed by the NCE Manager and has a rental agreement in place with the Regional Center, even if the NCE Manager and the Regional Center are owned and controlled by the same party. EB-5 funds are contributed to the NCE in $800,000 tranches as equity, and then are advanced to the JCE either as a loan or class of equity, depending on how the EB-5 investment between the NCE and the JCE is defined. The JCE makes regular interest payments to the NCE, which are distributed to the EB-5 investors by the fund administrator. When the EB-5 investment reaches its maturity dates (typically within 3-5 years), the JCE repays the NCE the entire principal amount of the EB-5 investment, and the Fund Administrator ensures that each EB-5 investor receives repayment of their individual $800,000.
Key Takeaway for Investors
Rather than focusing solely on regional center ownership, investors should evaluate:
Who the NCE Manager is How investor funds are controlled
Whether independent fund administration is in place
The sponsor’s track record and governance standards
Strong EB-5 projects are defined by structure, fiduciary control, and oversight, not labels.
This structure highlights several important principles that sophisticated EB-5 investors should understand.
First, EB-5 investor funds are never controlled by the regional center. The regional center’s role is regulatory and geographic in nature, not financial. Ownership of a regional center does not determine who controls capital, nor does it replace the fiduciary responsibilities of the NCE Manager.
Second, the NCE Manager is the central point of control and accountability within the EB-5 structure. The NCE Manager is responsible for structuring the investment, overseeing the flow of funds, servicing the investment, and ultimately ensuring that EB-5 capital is repaid in accordance with the offering documents.
Third, the inclusion of a third-party fund administrator materially enhances transparency and investor protection. By requiring independent approval for escrow releases, capital advances, interest payments, and principal repayments, fund administration reduces execution risk and ensures that EB-5 funds are deployed exactly as disclosed.
Finally, while EB-5 structures can appear complex at first glance, they are intentionally designed to separate capital stewardship, job creation, and regulatory oversight. When properly implemented, this separation creates a system of checks and balances that aligns investor protection with immigration compliance. For EB-5 investors, the most important question is not whether a sponsor owns a regional center, but rather: Who manages the NCE, how are funds controlled, and what independent safeguards are in place? Understanding these dynamics allows investors to evaluate EB-5 opportunities with greater confidence and clarity.