FAR 44.201-1—Consent requirements.
Plain-English Summary
FAR 44.201-1 explains when a prime contractor must obtain the Government’s consent before placing a subcontract. It covers four main topics: consent requirements for contractors with an approved purchasing system, consent requirements when the contractor does not have an approved purchasing system, special consent treatment for architect-engineer contracts, and the rule that written authorization to buy from Government sources under FAR part 51 counts as consent. In practice, this section is about Government oversight of significant subcontracting decisions, especially where the subcontract is high-value, complex, critical to performance, or otherwise presents risk to the Government. The rule helps the contracting officer protect the Government by reviewing selected subcontract actions before award, rather than after the fact. It also distinguishes between contractors with stronger purchasing systems, who generally need consent only for specifically identified subcontracts, and contractors without approved systems, who face broader consent requirements. For contractors, this section affects procurement planning, schedule, and internal approval workflows; for contracting officers, it is a tool for targeted surveillance and risk control.
Key Rules
Approved system, limited consent
If the contractor has an approved purchasing system, consent is required only for subcontracts specifically identified by the contracting officer in the contract’s subcontracts clause. The contracting officer may target individual subcontracts or classes of subcontracts when extra oversight is needed.
Risk-based identification
The contracting officer may require consent when an individual action is needed to protect the Government because of the subcontract’s type, complexity, value, or need for special surveillance. This includes critical systems, subsystems, components, or services, and the subcontract may be identified by number or by class of items.
No approved system, broader consent
If the contractor does not have an approved purchasing system, consent is required for certain subcontract types under cost-reimbursement, time-and-materials, labor-hour, and letter contracts, as well as for unpriced actions under fixed-price contracts above the simplified acquisition threshold.
Thresholds for fixed-price subcontracts
For unpriced fixed-price subcontract actions above the simplified acquisition threshold, consent is required for fixed-price subcontracts exceeding the applicable threshold: for DoD, the Coast Guard, and NASA, the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the prime contract; for civilian agencies, either the simplified acquisition threshold or 5 percent of the total estimated cost of the prime contract, as applicable under the clause and agency practice.
Architect-engineer contracts
Consent may also be required for subcontracts under prime contracts for architect-engineer services. This means A-E work can be subject to special subcontract oversight even when other contract types might not be.
Government source purchases count as consent
The contracting officer’s written authorization for the contractor to purchase from Government sources under FAR part 51 is treated as consent to subcontract. No separate consent action is needed for that purchase.
Responsibilities
Contracting Officer
Decide whether consent is required based on the contractor’s purchasing system status, contract type, subcontract risk, and applicable thresholds. Identify specific subcontracts or classes of subcontracts in the contract when consent is needed, and issue written authorization when purchases from Government sources are approved.
Contractor
Determine whether a proposed subcontract falls within a consent requirement before award, obtain the required consent or authorization, and avoid placing covered subcontracts without approval. The contractor must also manage internal purchasing controls so consent-required actions are flagged early enough to prevent schedule delays.
Agency
Apply the correct consent framework for the contract type and agency category, including the special threshold treatment for DoD, the Coast Guard, NASA, and civilian agencies. Ensure contracting personnel use consent as a risk-management tool rather than a routine blanket approval process.
Practical Implications
Consent can become a schedule driver, especially for unpriced actions and high-value subcontracts, so contractors should identify consent-required items early in procurement planning.
A common mistake is assuming that an approved purchasing system eliminates all consent requirements; it does not, because the contracting officer can still require consent for specifically identified subcontracts.
Another frequent pitfall is misapplying the threshold rules for fixed-price subcontracts, especially the different treatment for DoD/Coast Guard/NASA versus civilian agencies.
Contractors working under cost-reimbursement, time-and-materials, labor-hour, letter, or architect-engineer contracts should expect broader Government review of subcontracting decisions.
Written authorization to buy from Government sources under FAR part 51 should be treated as satisfying the consent requirement, but only for that authorized purchase and not as a general waiver for other subcontracts.
Official Regulatory Text
(a) If the contractor has an approved purchasing system, consent is required for subcontracts specifically identified by the contracting officer in the subcontracts clause of the contract. The contracting officer may require consent to subcontract if the contracting officer has determined that an individual consent action is required to protect the Government adequately because of the subcontract type, complexity, or value, or because the subcontract needs special surveillance. These can be subcontracts for critical systems, subsystems, components, or services. Subcontracts may be identified by subcontract number or by class of items ( e.g., subcontracts for engines on a prime contract for air-frames). (b) If the contractor does not have an approved purchasing system, consent to subcontract is required for cost-reimbursement, time-and-materials, labor-hour, or letter contracts, and also for unpriced actions (including unpriced modifications and unpriced delivery orders) under fixed-price contracts that exceed the simplified acquisition threshold, for- (1) Cost-reimbursement, time-and-materials, or labor-hour subcontracts; and (2) Fixed-price subcontracts that exceed- (i) For the Department of Defense, the Coast Guard, and the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the contract; or (ii) For civilian agencies other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold or 5 percent of the total estimated cost of the contract. (c) Consent may be required for subcontracts under prime contracts for architect-engineer services. (d) The contracting officer’s written authorization for the contractor to purchase from Government sources (see part 51 ) constitutes consent.