FAR 52.204-20—Predecessor of Offeror.
Plain-English Summary
FAR 52.204-20, Predecessor of Offeror, is a solicitation provision used to identify whether an offeror is the successor to one or more predecessor entities that held a Federal contract or grant within the last three years. It defines the key terms "CAGE code," "predecessor," and "successor," and explains that a successor generally means an entity that replaced another by acquiring its assets and continuing its affairs under a new name, often through merger or acquisition, but not merely a new office, division, or name change of the same company. The provision requires the offeror to represent whether it is or is not a successor, and if it is, to provide identifying information for each relevant predecessor, including the predecessor’s CAGE code or an indication that it is unknown, and the predecessor’s legal name. The provision also requires that the legal name be the actual legal entity name, not a trade name or DBA. In practice, this provision helps the Government connect an offeror to its corporate history for responsibility, integrity, past performance, and administrative tracking purposes, especially where a corporate transaction may affect how prior Federal contract or grant performance should be viewed.
Key Rules
Define successor status
The offeror must determine whether it is a successor to a predecessor that held a Federal contract or grant within the last three years. The definition focuses on replacement through acquisition or merger and continuation of the predecessor’s affairs, not simply a name change or internal reorganization.
Identify relevant predecessors
If the offeror is a successor, it must identify all predecessors that held a Federal contract or grant within the last three years. If there is more than one predecessor, the information must be listed in reverse chronological order.
Provide CAGE or NCAGE information
For each predecessor, the offeror must provide the predecessor’s CAGE code, or mark it as unknown if the code cannot be determined. The provision’s CAGE definition includes U.S. CAGE codes and NATO NCAGE codes for entities outside the United States and outlying areas.
Use the legal name only
The predecessor’s legal name must be provided, and the offeror must not use a doing-business-as name. This ensures the Government can match the predecessor to official records and prior contract or grant history.
Make a representation in the solicitation
The offeror must affirmatively check whether it is or is not a successor. This is a representation made as part of the offer, so it should be completed carefully and consistently with the offeror’s corporate history and available records.
Look back three years
The disclosure requirement applies only to predecessors that held a Federal contract or grant within the last three years. Older predecessor relationships are outside the scope of this provision unless another solicitation requirement applies.
Responsibilities
Offeror
Determine whether it is a successor under the provision’s definition, make the required is/is not representation, and if it is a successor, list all relevant predecessors that held a Federal contract or grant within the last three years with each predecessor’s legal name and CAGE code or an indication that the code is unknown.
Contracting Officer
Include the provision when prescribed, review the offeror’s representation and predecessor information for completeness and consistency, and use the disclosed corporate history as part of the procurement record and any related responsibility or past-performance analysis.
Agency
Use the information to support accurate identification of the offeror’s corporate lineage and to help connect prior Federal contract or grant performance, records, and compliance history to the correct legal entity.
Practical Implications
This provision is mainly about corporate continuity, so contractors involved in mergers, acquisitions, asset purchases, or reorganizations should verify whether they meet the successor definition before submitting an offer.
A common mistake is treating a DBA or trade name as the predecessor’s legal name; the provision specifically requires the legal entity name, which should match official registration and contract records.
Another frequent issue is overlooking predecessor entities that held grants as well as contracts, or failing to include all predecessors within the three-year lookback period.
If the predecessor’s CAGE code is not readily available, the offeror may mark it unknown, but it should still make a good-faith effort to identify the correct entity and name.
Because the representation is part of the offer, inaccurate or incomplete disclosure can create proposal compliance problems and may complicate the Government’s ability to evaluate past performance or corporate responsibility.
Official Regulatory Text
As prescribed in 4.1804 (d) , insert the following provision: Predecessor of Offeror (Aug 2020) (a) Definitions . As used in this provision– Commercial and Government Entity (CAGE) code means– (1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity by unique location; or (2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code. Predecessor means an entity that is replaced by a successor and includes any predecessors of the predecessor. Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term "successor" does not include new offices/divisions of the same company or a company that only changes its name. The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances. (b) The Offeror represents that it □ is or □ is not a successor to a predecessor that held a Federal contract or grant within the last three years. (c) If the Offeror has indicated "is" in paragraph (b) of this provision, enter the following information for all predecessors that held a Federal contract or grant within the last three years (if more than one predecessor, list in reverse chronological order): Predecessor CAGE code: ____________ (or mark "Unknown"). Predecessor legal name: ____________ . ( Do not use a "doing business as" name ). (End of provision)