FAR 52.209-11—Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law.
Plain-English Summary
FAR 52.209-11 is a solicitation provision that requires an offeror to represent whether it is a corporation with either (1) certain delinquent Federal tax liability or (2) a felony conviction under Federal law within the preceding 24 months. It implements statutory restrictions from annual appropriations acts and is tied to the Government’s policy of not awarding contracts to corporations in these circumstances unless the agency has already considered suspension or debarment and decided that such action is not necessary to protect the Government’s interests. In practice, this provision is both a disclosure mechanism and a responsibility screen: it alerts the contracting officer to potential award restrictions and creates a formal offeror certification that can be relied on in the acquisition record. The section covers the scope of the tax-liability bar, the felony-conviction bar, the timing and knowledge conditions that trigger the restriction, the exception based on suspension/debarment review, and the offeror’s required representation. For contractors, it means corporate status and recent legal/tax history must be checked carefully before submitting an offer. For contracting officers, it means any affirmative response requires follow-up before award to ensure the agency may legally proceed.
Key Rules
Applies to corporations only
The provision asks whether the offeror is a corporation that falls within the listed tax-liability or felony-conviction conditions. The restriction is framed around corporate offerors, so the representation must be evaluated based on the entity’s legal form.
Delinquent tax liability bar
A corporation is covered if it has assessed Federal tax liability, all judicial and administrative remedies have been exhausted or lapsed, and the liability is not being paid timely under an agreement with the tax authority. The bar applies only when the awarding agency is aware of the unpaid liability.
Felony conviction bar
A corporation is covered if it was convicted of a felony criminal violation under Federal law within the preceding 24 months. As with the tax rule, the restriction applies when the awarding agency is aware of the conviction.
Agency awareness matters
The Government is not barred from contracting merely because the condition exists; the awarding agency must be aware of the unpaid tax liability or felony conviction. This makes agency knowledge a key trigger for the award prohibition.
Suspension/debarment exception
Even if the corporation has delinquent tax liability or a recent felony conviction, the Government may still contract if the agency has considered suspension or debarment and determined that such action is not necessary to protect the Government’s interests. This is an explicit exception to the award prohibition.
Offeror must certify status
The offeror must check one of the two options for each question: ‘is’ or ‘is not’ a covered corporation. This representation becomes part of the solicitation record and supports the contracting officer’s responsibility determination and award decision.
Statutory basis may be updated
The provision references appropriations act restrictions and similar provisions in subsequent appropriations acts. That means the underlying policy can be extended or modified by later funding legislation, so users should verify current statutory authority when applying the clause.
Responsibilities
Offeror / Contractor
Review corporate tax and criminal history before submitting an offer, determine whether the corporation has assessed and delinquent Federal tax liability or a felony conviction within the last 24 months, and complete the representation accurately. If the corporation is covered, it should understand that award may be prohibited unless the agency has already completed the required suspension/debarment consideration.
Contracting Officer
Include the provision when prescribed, review the offeror’s representation, and determine whether any affirmative response requires further action before award. If the agency is aware of a covered tax liability or felony conviction, the contracting officer must ensure the agency has considered suspension or debarment and documented that award is permissible before proceeding.
Awarding Agency
Assess whether it is aware of any unpaid Federal tax liability or recent felony conviction affecting the offeror, and if so, consider suspension or debarment and decide whether such action is necessary to protect the Government’s interests. The agency must not award if the statutory prohibition applies and no exception has been properly documented.
Suspension/Debarment Officials
Evaluate whether the corporation’s tax delinquency or felony conviction warrants suspension or debarment, and document the determination when the agency concludes that such action is not necessary to protect the Government’s interests. Their review is the mechanism that can allow award despite the disqualifying condition.
Practical Implications
Contractors should verify the legal entity type first; this provision is aimed at corporations, so entity structure matters and can affect how the representation is answered.
An affirmative answer does not automatically end the procurement, but it does create a red flag that must be resolved before award through agency review and documentation.
The tax-liability test is narrow and technical: the liability must be assessed, remedies exhausted or lapsed, and not being paid under an agreement. Partial disputes or active payment agreements may mean the provision does not apply.
The felony-conviction lookback is only 24 months, so contractors need a current compliance check rather than relying on older background information.
A common pitfall is assuming the contracting officer can ignore the issue if the offeror is otherwise responsible; this provision creates a specific award restriction that must be addressed separately from general responsibility determinations.
Official Regulatory Text
As prescribed in 9.104-7 (d) , insert the following provision: Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law (Feb 2016) (a) As required by sections 744 and 745 of Division E of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235), and similar provisions, if contained in subsequent appropriations acts, the Government will not enter into a contract with any corporation that– (1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or (2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless an agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government. (b) The Offeror represents that– (1) It is □ is not □ a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and (2) It is □ is not □ a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months. (End of provision)