FAR 32.805—Procedure.
Plain-English Summary
FAR 32.805 explains the procedure for making, filing, reviewing, and releasing assignments of claims under the Assignment of Claims Act. It covers how an assignment must be executed by different types of assignors—corporations, partnerships, and individuals—what documents the assignee must send to the Government, the suggested notice-of-assignment format, how contracting officers should examine the notice before acknowledging receipt, and when a release of assignment is required. It also addresses what must be filed when there is a further assignment, reassignment, or release so the Government knows who is entitled to receive contract payments. In practice, this section is about protecting the Government from paying the wrong party while allowing contractors to use contract receivables as financing collateral. It is important because a defective assignment or incomplete filing can delay payment, invalidate the Government’s recognition of the assignee, or leave the contractor unable to reassert its right to payment after the financing arrangement ends.
Key Rules
Corporate assignments need formal authority
A corporation’s assignment must be executed by an authorized representative, attested by the secretary or assistant secretary, and either sealed with the corporate seal or supported by a true copy of the board resolution authorizing the signer. These formalities help prove the assignment is valid and binding on the corporation.
Partnership and individual signatures differ
A partnership assignment may be signed by one partner only if there is adequate evidence that the signer is a general partner and authorized to assign claims. An individual must sign personally, and the signature must be acknowledged before a notary public or other authorized officer.
Assignee must file complete notice package
The assignee must send each addressee listed in 32.802(e) an original and three copies of the notice of assignment, plus one true copy of the assignment instrument. The true copy must be a certified duplicate or photostat copy of the original assignment.
Notice format is suggested, not mandatory
FAR provides a model notice of assignment that assignees may use to ensure the notice contains the contract number, parties, description of the contract, assignment statement, attachment reference, payment instructions, and acknowledgment receipt block. Using the format helps avoid omissions, but the key requirement is that the notice adequately informs the Government.
Contracting officer must verify conditions
Before acknowledging receipt, the contracting officer should confirm the contract was properly approved and executed, that the contract is one under which claims may be assigned, that the assignment covers only money due or to become due, and that the assignee is separately registered in SAM unless an exception applies.
Release is required for later changes
A release of assignment is required when there is a further assignment or reassignment, or when the contractor wants to regain the right to receive remaining payments after the assignee’s claims are satisfied. The proper release documents must be filed with the same addressees used for the original notice.
Receipt of release must be acknowledged
The addressee of a notice of release, or an official acting for that addressee, must acknowledge receipt. This creates a record that the Government has been informed of the change in payment rights.
Responsibilities
Corporation
Execute the assignment through an authorized representative, ensure the secretary or assistant secretary attests it, and provide either the corporate seal or a true copy of the board resolution authorizing the signer.
Partnership
Ensure the assignment is signed by a general partner and supported by adequate evidence that the signer is a general partner and authorized to execute assignments on behalf of the partnership.
Individual contractor
Sign the assignment personally and have the signature acknowledged before a notary public or other authorized officer.
Assignee
Forward to each required addressee an original and three copies of the notice of assignment and one true copy of the assignment instrument; use the suggested notice format as appropriate; file the required release documents when there is a further assignment, reassignment, or release; and ensure the assignee is separately registered in SAM unless an exception applies.
Contracting officer
Examine and process the notice of assignment, verify the required conditions are met before acknowledging receipt, and ensure the Government recognizes only valid assignments of money due or to become due under eligible contracts.
Addressee of notice
Acknowledge receipt of the notice of assignment or notice of release, or have an authorized official do so on its behalf, creating an official record of receipt.
Financing institution / assignee under further assignment
Provide written notice of release of the contractor, a copy of the release instrument, written notice of the further assignment or reassignment, and a copy of that instrument to the required addressees.
Contractor after release
When the assignee releases the contractor, file written notice of release together with a true copy of the release instrument to reestablish the contractor’s right to receive remaining payments.
Practical Implications
This section is a paperwork-and-proof rule set: if the assignment package is incomplete, the Government may not recognize the assignee and payment can be delayed or misdirected.
The contracting officer’s review is not just clerical; it is a gatekeeping step to confirm the contract is eligible for assignment and that the assignment only covers receivables, not the contract itself.
A common pitfall is failing to provide the correct number of copies or a proper true copy of the assignment instrument, which can stall processing.
Another frequent issue is overlooking SAM registration for the assignee; unless an exception applies, separate registration is required before the Government can process the assignment.
When financing arrangements change, parties often forget the release/reassignment filings, which can leave the Government uncertain about who should be paid and can prevent the contractor from regaining payment rights.
Using the FAR’s suggested notice format is a practical way to reduce errors, but parties still need to ensure the notice matches the actual contract, parties, and assignment documents exactly.
Official Regulatory Text
(a) Assignments. (1) Assignments by corporations shall be- (i) Executed by an authorized representative; (ii) Attested by the secretary or the assistant secretary of the corporation; and (iii) Impressed with the corporate seal or accompanied by a true copy of the resolution of the corporation’s board of directors authorizing the signing representative to execute the assignment. (2) Assignments by a partnership may be signed by one partner, if the assignment is accompanied by adequate evidence that the signer is a general partner of the partnership and is authorized to execute assignments on behalf of the partner-ship. (3) Assignments by an individual shall be signed by that individual and the signature acknowledged before a notary public or other person authorized to administer oaths. (b) Filing. The assignee shall forward to each party specified in 32.802 (e) an original and three copies of the notice of assignment, together with one true copy of the instrument of assignment. The true copy shall be a certified duplicate or photostat copy of the original assignment. (c) Format for notice of assignment. The following is a suggested format for use by an assignee in providing the notice of assignment required by 32.802 (e). Notice of Assignment To: ___________ [ Address to one of the parties specified in 32.802 (e) ]. This has reference to Contract No. __________ dated ______, entered into between ______ [ Contractor’s name and address ] and ______ [ Government agency, name of office, and address ], for ________ [ Describe nature of the contract ]. Moneys due or to become due under the contract described above have been assigned to the undersigned under the provisions of the Assignment of Claims Act of1940, as amended, ( 31 U.S.C.3727 , 41 U.S.C. 6305 ). A true copy of the instrument of assignment executed by the Contractor on ___________ [ Date ], is attached to the original notice. Payments due or to become due under this contract should be made to the undersigned assignee. Please return to the undersigned the three enclosed copies of this notice with appropriate notations showing the date and hour of receipt, and signed by the person acknowledging receipt on behalf of the addressee. Very truly yours, __________________________________________________ [ Name of Assignee ] By _______________________________________________ [ Signature of Signing Officer ] __________________________________________________ [ Titleof Signing Officer ] __________________________________________________ [ Address of Assignee ] Acknowledgement Receipt is acknowledged of the above notice and of a copy of the instrument of assignment. They were received ____(a.m.) (p.m.) on ___, 20. __________________________________________________ [ Signature ] __________________________________________________ [ Title ] __________________________________________________ On behalf of __________________________________________________ [ Name of Addressee of this Notice ] (d) Examination by the Government. In examining and processing notices of assignment and before acknowledging their receipt, contracting officers should assure that the following conditions and any additional conditions specified in agency regulations, have been met: (1) The contract has been properly approved and executed. (2) The contract is one under which claims may be assigned. (3) The assignment covers only money due or to become due under the contract. (4) The assignee is registered separately in the System for Award Management unless one of the exceptions in 4.1102 applies. (e) Release of assignment. (1) A release of an assignment is required whenever- (i) There has been a further assignment or reassignment under the Act; or (ii) The contractor wishes to reestablish its right to receive further payments after the contractor’s obligations to the assignee have been satisfied and a balance remains due under the contract. (2) The assignee, under a further assignment or reassignment, in order to establish a right to receive payment from the Government, must file with the addressees listed in 32.802 (e) a- (i) Written notice of release of the contractor by the assigning financing institution; (ii) Copy of the release instrument; (iii) Written notice of the further assignment or reassignment; and (iv) Copy of the further assignment or reassignment instrument. (3) If the assignee releases the contractor from an assignment of claims under a contract, the contractor, in order to establish a right to receive payment of the balance due under the contract, must file a written notice of release together with a true copy of the release of assignment instrument with the addressees noted in 32.802 (e). (4) The addressee of a notice of release of assignment or the official acting on behalf of that addressee shall acknowledge receipt of the notice.