FAR 19.301-2—Rerepresentation by a contractor that represented its status as a small business concern.
Plain-English Summary
FAR 19.301-2 explains when a contractor that originally represented itself as a small business must later rerepresent its size and socioeconomic status, and what the government does with that new information. It covers the definition of a long-term contract, rerepresentation triggers tied to novation, merger or acquisition, long-term contract timing, and certain task or delivery orders under multiple-award contracts. It also explains how the applicable NAICS code size standard is determined at the time of rerepresentation, including situations where more than one NAICS code applies. In addition, the section addresses how rerepresentation affects agency small business prime contracting goal credit for contracts, orders, options, modifications, and BPA purchases, and requires contract modification and FPDS reporting after a rerepresentation. Finally, it clarifies that a size-status change does not alter the contract’s terms and conditions, although it can affect subcontracting plan requirements. In practice, this section is important because a contractor’s post-award status can change the government’s socioeconomic crediting, reporting, and compliance obligations without changing the underlying contract rights and duties.
Key Rules
Long-term contract definition
A long-term contract is one that lasts more than five years, including options. The definition excludes contracts that go beyond five years only because of a short extension under FAR 52.217-8 or similar authority, up to a cumulative six months.
Rerepresentation after corporate changes
A contractor must rerepresent size and socioeconomic status within 30 days after a novation agreement, or within 30 days after a merger or acquisition that does not require novation, if the contract already includes FAR 52.219-28 or the clause is later added by modification.
Rerepresentation on long-term contracts
For long-term contracts, rerepresentation is required 60 to 120 days before the end of the fifth year and again 60 to 120 days before any later option exercise date specified in the contract. This keeps the government’s status information current over the life of the contract.
Order-level rerepresentation triggers
Rerepresentation may also be required for the NAICS code assigned to an order under a multiple-award contract, except for Federal Supply Schedule orders, when the order is set aside for a small business or socioeconomic category, when it is further set aside under a different category than the underlying contract, or when the contracting officer specifically requires it.
NAICS code controls size standard
The contractor must rerepresent size using the size standard in effect at the time of rerepresentation for the NAICS code originally assigned to the contract. If multiple NAICS codes apply, the contractor must rerepresent for each one.
Effect on prime contracting credit
If rerepresentation shows the contractor is no longer a qualifying small business, the agency may no longer count future options, modifications, orders, or BPA purchases on that contract toward small business prime contracting goals. If the rerepresentation shows a different qualifying small business category, the agency may count those amounts consistent with the new status.
Contract modification and FPDS reporting
After a contract rerepresentation, the agency should modify the contract to reflect the new status and report the change in FPDS within 30 days after notification. This ensures the official record matches the contractor’s current representation.
Size change does not rewrite contract
A change in size status does not change the contract’s terms and conditions. However, if a contractor grows from small to other than small, the contracting officer may require a subcontracting plan under FAR 52.219-9 and the related rule at FAR 19.705-2(b)(3).
Responsibilities
Contractor
Rerepresent size and socioeconomic status when triggered by novation, merger or acquisition, long-term contract timing, or applicable order-level requirements. Use the correct NAICS code and current size standard, and provide accurate status information for each applicable NAICS code.
Contracting Officer
Ensure the contract includes FAR 52.219-28 when required, determine whether order-level rerepresentation is needed, process and document rerepresentation changes, issue contract modifications when appropriate, and consider whether a subcontracting plan is required if the contractor changes from small to other than small.
Agency
Update small business prime contracting goal calculations based on the contractor’s current rerepresentation, stop counting ineligible post-rerepresentation amounts, modify the contract record as needed, and report the rerepresentation in FPDS within 30 days after notification.
Contract Administration Staff
Track rerepresentation deadlines, monitor novations, mergers, acquisitions, and long-term contract milestones, and ensure the contract file reflects the current size and socioeconomic status.
Small Business Program Officials
Use the rerepresentation to determine whether the contractor still qualifies for small business credit and whether the new status changes how the agency counts contract performance toward socioeconomic goals.
Practical Implications
Contractors need to watch corporate transactions closely; a merger, acquisition, or novation can trigger a 30-day rerepresentation deadline even if the contract itself has not changed.
For long-term contracts, rerepresentation is not a one-time event. Contractors and contracting officers must calendar the fifth-year and option-period windows to avoid missed updates.
A rerepresentation can change how the government counts dollars toward small business goals, so agencies must update their records promptly or risk inaccurate goal reporting.
A contractor becoming other than small does not automatically change the contract terms, but it can trigger subcontracting plan requirements and other compliance consequences.
Order-level rerepresentation under multiple-award contracts can affect only the order, not the base contract, so parties should distinguish carefully between contract-level and order-level status changes.
Official Regulatory Text
(a) Definition . As used in this subsection- Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8 , Option to Extend Services, or other appropriate authority. (b) Requirements. A contractor that represented its status as any of the small business concerns identified at 19.000 (a)(3) before contract award is required to rerepresent its size and socioeconomic status in accordance with the clause at 52.219-28 , Postaward Small Business Program Rerepresentation— (1) For the NAICS code(s) in the contract– (i) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include the clause at 52.219-28 , Postaward Small Business Program Rerepresentation, if the novation agreement was executed prior to inclusion of this clause in the contract; (ii) Within 30 days after a merger or acquisition (whether the contractor acquires or is acquired by another company) of the contractor that does not require novation or within 30 days after modification of the contract to include the clause at 52.219-28 , Postaward Small Business Program Rerepresentation, if the merger or acquisition occurred prior to inclusion of this clause in the contract; (iii) For long-term contracts– (A) Within 60 to 120 days prior to the end of the fifth year of the contract; and (B) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter; or (2) For the NAICS code assigned to an order (except for an order issued under a Federal Supply Schedule contract)— (i) Set aside exclusively for a small business concern identified at 19.000(a)(3) that is issued under an unrestricted multiple-award contract, unless the order is issued under the reserved portion of an unrestricted multiple-award contract ( e.g., an order set aside for a woman-owned small business concern under a multiple-award contract that was not set-aside, unless the order is issued under the reserved portion of the multiple-award contract); (ii) Issued under a multiple-award contract set aside for small businesses that is further set aside for a specific socioeconomic category that differs from the underlying multiple-award contract ( e.g., an order set aside for a HUBZone small business concern under a multiple-award contract that is set-aside for small businesses); or (iii) Issued under the part of the multiple-award contract that is set aside for small businesses that is further set aside for a specific socioeconomic category that differs from the underlying set-aside part of the multiple-award contract ( e.g., an order set aside for a part of the multiple-award contract that is partially set-aside for small businesses); or (3) For the NAICS code assigned to an order under a multiple-award contract, if the contracting officer requires contractors to rerepresent their size and socioeconomic status for that order. (c) NAICS code size standard. A contractor is required to rerepresent its size status in accordance with the size standard in effect at the time of its rerepresentation that corresponds to the NAICS code that was initially assigned to the contract. For multiple-award contracts where there is more than one NAICS code assigned, the contractor is required to rerepresent its size status for each NAICS code assigned to the contract. (d) Procedures — (1) Contract rerepresentation. After a contractor rerepresents for a contract that it no longer qualifies as a small business concern identified in 19.000 (a)(3) in accordance with 52.219-28 , the agency may no longer include the value of options exercised, modifications issued, orders issued, or purchases made under BPAs on that contract in its small business prime contracting goal achievements. When a contractor's rerepresentation for a contract qualifies it as a different small business concern identified in 19.000 (a)(3) than what it represented for award, the agency may include the value of options exercised, modifications issued, orders issued, or purchases made under BPAs on that contract in its small business prime contracting goal achievements, consistent with the rerepresentation. Agencies should issue a modification to the contract capturing the rerepresentation and report it to FPDS within 30 days after notification of the rerepresentation. (2) Rerepresentation for a task or delivery order. (i) When an order is issued under an unrestricted multiple-award contract and the contractor's rerepresentations no longer qualifies it as a small business concern identified at 19.000 (a)(3), the agency can no longer include the value of the order in its small business prime contracting goal achievements. When a contractor's rerepresentation for an order qualifies it as a different small business concern identified at 19.000 (a)(3) than what it represented for contract award, the agency can include the value of the order in its small business prime contracting goal achievement, consistent with the rerepresentation. (ii) A rerepresentation for an order issued under an unrestricted multiple-award contract does not change the size or socioeconomic status representation for the contract. (e) Size status change . A change in size status does not change the terms and conditions of the contract. However, the contracting officer may require a subcontracting plan for a contract containing 52.219-9 , Small Business Subcontracting Plan, if a prime contractor's size status changes from small to other than small as a result of a size rerepresentation (see 19.705-2 (b)(3)).