For small business government contractors, maintaining accurate status certifications is not a one-time event. The federal government requires ongoing verification to ensure that the small business programs—such as those for veteran-owned, woman-owned, or HUBZone entities—are benefiting the intended recipients. This is where FAR 52.219-28, "Post-Award Small Business Program Rerepresentation," becomes a critical compliance requirement.
Definition
FAR 52.219-28 is a mandatory contract clause that requires a contractor to rerepresent its small business size status and socioeconomic status during the life of a long-term contract. While a firm may qualify as a "small business" at the time of initial proposal submission, its size or status may change due to mergers, acquisitions, organic growth, or changes in regulatory definitions. This clause ensures that the government maintains an accurate accounting of small business participation and prevents "large" businesses from continuing to receive small business set-aside benefits after they have outgrown their size standards.
When Rerepresentation is Required
Under this clause, a contractor must rerepresent its status in the System for Award Management (SAM) in three specific scenarios:
- Completion of a Merger or Acquisition: If the contractor completes a transaction (merger or acquisition) where the contractor is no longer the same legal entity or has changed its size status, it must rerepresent its status within 30 days.
- Long-Term Contracts: For contracts with a duration of more than five years, the contractor must rerepresent its status during the 60-day period prior to the end of the fifth year of the contract.
- Contract Modification: Rerepresentation is required prior to the execution of a contract modification that increases the contract value or extends the period of performance, if specified by the contracting officer.
By utilizing tools like SamSearch, contractors can monitor their compliance status and ensure their SAM profile remains updated, mitigating the risk of inadvertent non-compliance.
Examples of FAR 52.219-28 in Practice
- Scenario A: A small business wins a 10-year IDIQ contract. At the start of year six, the company must rerepresent its size status per FAR 52.219-28. If the company has grown significantly and is now considered "other than small" under its NAICS code, it must update its status in SAM. While the company can continue to perform the existing contract, the agency will no longer count that contract toward its small business prime contracting goals.
- Scenario B: A small business is acquired by a large corporation. Because the ownership structure has changed, the contractor is required to notify the contracting officer and update its status in SAM within 30 days of the transaction, acknowledging that it no longer meets the small business size standard for its original contract.
Frequently Asked Questions
Does a change in size status mean I lose my contract? Generally, no. Rerepresenting as "other than small" does not typically result in the immediate termination of an existing contract. However, it does mean you may no longer be eligible for future small business set-aside task orders under that contract vehicle.
How do I perform the rerepresentation? This is done through the SAM.gov portal. You must update your representations and certifications to reflect your current size and socioeconomic status.
What happens if I fail to update my status? Failure to comply with FAR 52.219-28 is a breach of contract. It can lead to negative past performance ratings, potential contract termination, or even investigations into false claims if the government determines you knowingly misrepresented your status to maintain set-aside eligibility.
Conclusion
Compliance with FAR 52.219-28 is a fundamental responsibility for any small business contractor. By proactively monitoring your size status and understanding your obligations during mergers or long-term contract periods, you protect your firm from compliance risks. For contractors managing complex portfolios, SamSearch provides the intelligence needed to stay ahead of regulatory requirements and maintain a clean contracting record.
