FAR 52.209-5—Certification Regarding Responsibility Matters.
Plain-English Summary
FAR 52.209-5 is the solicitation provision that requires an offeror to certify its responsibility-related status before award. It covers whether the offeror or its principals are presently debarred, suspended, proposed for debarment, or declared ineligible; whether they have been convicted of, or had civil judgments for, specified fraud, antitrust, theft, bribery, false statement, tax, or stolen-property offenses within the prior three years; whether they are presently indicted or otherwise charged for those offenses; whether they have been notified of delinquent Federal taxes above the applicable threshold within the prior three years; and whether they have had a contract terminated for default within the prior three years. The provision also defines “principal,” explains when Federal taxes are considered delinquent, requires immediate notice if the certification becomes false before award, and warns that false certifications can lead to prosecution, a finding of nonresponsibility, and even default termination after award if the certification was knowingly erroneous. In practice, this provision is a pre-award screening tool that helps the contracting officer assess responsibility and decide whether the offeror is eligible for award or needs further review. It does not automatically bar award in every case, but it can trigger deeper responsibility analysis and requests for supporting information. For contractors, it creates a duty to check internal records, understand the status of owners and key managers, and promptly update the government if circumstances change before award.
Key Rules
Certify responsibility status
The offeror must certify, to the best of its knowledge and belief, whether it and its principals are debarred, suspended, proposed for debarment, or otherwise ineligible. This is a direct pre-award representation tied to the government’s responsibility determination.
Disclose covered offenses
The offeror must state whether it or its principals have been convicted of, or had civil judgments entered for, specified fraud, antitrust, theft, bribery, falsification, false statement, tax, or stolen-property offenses within the prior three years. If the answer is yes, the solicitation may require related follow-on disclosure under FAR 52.209-7 if included.
Disclose pending charges
The offeror must disclose whether it or its principals are presently indicted or otherwise criminally or civilly charged by a governmental entity for the listed offenses. Pending charges matter even before conviction because they bear on present responsibility.
Report delinquent Federal taxes
The offeror must disclose whether it has been notified of delinquent Federal taxes above the threshold in FAR 9.104-5(a)(2) within the prior three years. The provision explains that a tax is delinquent only when the liability is finally determined and payment is overdue, with examples showing when taxes are not yet delinquent.
Disclose default terminations
The offeror must state whether it has had one or more contracts terminated for default by any Federal agency within the prior three years. This history is relevant to the contracting officer’s assessment of performance reliability and responsibility.
Define principal broadly
For this certification, a principal includes officers, directors, owners, partners, and people with primary management or supervisory responsibility, such as general managers or division heads. The broad definition prevents offerors from limiting the certification to only a narrow set of executives.
Update erroneous certifications
If the offeror learns before award that its certification was wrong when made or has become wrong because circumstances changed, it must immediately give written notice to the contracting officer. This duty applies up to contract award and is meant to keep the government’s responsibility decision current.
Certification affects responsibility, not automatic disqualification
A negative answer does not automatically bar award, and a positive answer does not necessarily prevent award. The contracting officer uses the information in the responsibility determination and may request more information; failure to provide it can make the offeror nonresponsible.
False certification has consequences
The provision states that the certification is a material representation of fact and that knowingly false certification can support contract termination for default, in addition to other remedies. It also warns that false or fraudulent statements may expose the maker to criminal liability under 18 U.S.C. 1001.
Responsibilities
Offeror
Review its own status and the status of its principals, complete the certification accurately, and ensure the answers reflect the best of its knowledge and belief. The offeror must also disclose delinquent tax issues, prior default terminations, and any covered convictions, judgments, indictments, or charges as applicable.
Offeror Principals
Provide accurate information about their own debarment, suspension, criminal, civil, tax, and default history because their status is included in the certification. Their conduct and legal status can affect the offeror’s responsibility determination.
Contracting Officer
Use the certification as part of the responsibility review, request additional information when needed, and determine whether the offeror is responsible. The contracting officer must also receive and consider any pre-award notice that the certification has become erroneous.
Agency
Maintain and apply suspension and debarment information, and use the certification to support procurement integrity and responsibility screening. The agency may also rely on the certification in deciding whether to proceed with award or seek further review.
Practical Implications
Contractors should verify the status of owners, officers, and key managers before submitting an offer, not just the company entity itself. A principal’s debarment, indictment, or tax issue can matter even if the business entity appears clean.
The delinquent tax rules are technical, so contractors should not assume every IRS notice means a delinquent tax. Installment agreements, pending appeals, and bankruptcy stays can mean the liability is not yet delinquent under this provision.
A prior default termination does not automatically disqualify an offeror, but it will likely draw scrutiny. Contractors should be ready to explain the circumstances and provide supporting documentation if asked.
If anything changes before award, the contractor must notify the contracting officer immediately in writing. Failing to update the certification can turn an otherwise manageable issue into a responsibility problem or a false statement issue.
Because the certification is a material representation, accuracy matters as much as eligibility. Contractors should treat this as a legal compliance step, not a routine checkbox, and should coordinate with legal, compliance, finance, and HR before certifying.
Official Regulatory Text
As prescribed in 9.104-7 (a) , insert the following provision: Certification Regarding Responsibility Matters (Aug 2020) (a) (1) The Offeror certifies, to the best of its knowledge and belief, that— (i) The Offeror and/or any of its Principals– (A) Are □ are not □ presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency; (B) Have □ have not □ , within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if offeror checks "have", the offeror shall also see 52.209-7 , if included in this solicitation); (C) Are □ are not □ presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision; (D) Have □ , have not □ , within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds the threshold at 9.104-5 (a)(2) for which the liability remains unsatisfied. (1) Federal taxes are considered delinquent if both of the following criteria apply: (i) The tax liability is finally determined . The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted. (ii) The taxpayer is delinquent in making payment . A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded. (2) Examples . (i) The taxpayer has received a statutory notice of deficiency, under I.R.C. § 6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights. (ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. § 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights. (iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. § 6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment. (iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code). (ii) The Offeror has □ has not □ , within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency. (2) "Principal," for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity ( e.g. , general manager; plant manager; head of a division or business segment; and similar positions). This Certification Concerns a Matter Within the Jurisdiction of an Agency of the United States and the Making of a False, Fictitious, or Fraudulent Certification May Render the Maker Subject to Prosecution Under Section 1001, Title 18, United States Code. (b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror’s responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible. (d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. (e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default. (End of provision)