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FAR 52.212-3 is the Federal Acquisition Regulation provision titled “Offeror Representations and Certifications-Commercial Products and Commercial Services.” It is the single list of representations and certifications an offeror completes when a federal solicitation for commercial products or commercial services includes it. Which paragraphs you complete depends on one question: do you already have current annual representations and certifications in SAM.gov? This guide walks through that decision, maps each paragraph, and lists the mistakes the provision’s own structure invites. Text checked against acquisition.gov on 2026-10-29.
What FAR 52.212-3 is and who prescribes it
FAR 12.301(b)(2) prescribes the provision. It describes 52.212-3 as a single, consolidated list of representations and certifications for acquisitions of commercial products or commercial services, attached to the solicitation for offerors to complete, and it limits tailoring to what subpart 1.4 allows. The contracting officer, not the offeror, decides to include it. FAR 12.301 also says to use the provision with its Alternate I in solicitations issued by DoD, NASA, or the Coast Guard. Per the provision text, Alternate I (Feb 2024) adds paragraph (c)(12), which applies when an offeror represents itself as disadvantaged under paragraph (c)(5).
It sits beside two companion Part 12 items: the contract terms clause 52.212-4, which is incorporated by reference through SF 1449 Block 27, and 52.212-5, which carries the statute and Executive Order clauses. For non-commercial acquisitions, the annual representations provision is 52.204-8, covered in the SAM.gov representations and certifications guide.
Who completes which paragraphs
The first decision is whether your annual representations and certifications are already completed in SAM (the System for Award Management). The provision splits the work in two:
- Annual representations completed in SAM: complete only paragraph (b).
- Not completed in SAM: complete only paragraphs (c) through (v).
What paragraph (b) asks of you
By submitting the offer, you verify that the posted representations and certifications “have been entered or updated in the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard(s) applicable to the NAICS code(s) referenced for this solicitation),” and that they are incorporated in the offer by reference (see FAR 4.1201), except for any paragraphs you list. You use that exception to list the paragraphs among (c) through (v) that changed for this solicitation. Under (b)(1), such changes do not automatically change the representations and certifications in SAM, so the SAM record has to be corrected separately.
What paragraphs (a) through (v) cover
| Paragraph | Subject |
|---|---|
| (a) | Definitions |
| (b) | Annual representations and certifications in SAM |
| (c) | Small business and socioeconomic status, (c)(1) through (c)(11) |
| (d) | Executive Order 11246 (equal opportunity) |
| (e) | Lobbying, 31 U.S.C. 1352 |
| (f) | Buy American |
| (g) | Trade agreements |
| (h) | Responsibility matters, Executive Order 12689 |
| (i) | Child labor, Executive Order 13126 |
| (j) | Place of manufacture |
| (k) | Service Contract Labor Standards exemptions |
| (l) | Taxpayer identification number and type of entity |
| (m) | Sudan |
| (n) | Inverted domestic corporations |
| (o) | Iran |
| (p) | Immediate owner and highest-level owner |
| (q) | Delinquent tax liability and felony conviction |
| (r) | Predecessor of the offeror |
| (s) | Reserved |
| (t) | Greenhouse gas disclosure |
| (u) | Confidentiality agreements and whistleblowing |
| (v) | Covered telecommunications equipment or services (meaning taken from FAR 52.204-25; see the Section 889 compliance guide) |
Paragraphs with a trigger condition
Paragraph (j), place of manufacture, applies only if the solicitation is predominantly for manufactured end products. The provision defines place of manufacture as “the place where an end product is assembled out of components,” and treats as manufactured end products those in product and service codes 1000 through 9999, subject to listed exceptions. Paragraph (c) uses definitions in (a): a small business concern is independently owned and operated, not dominant in its field of operation, and meets the size standard; a women-owned small business is at least 51 percent owned by women. The small business set-asides guide covers how those statuses are used in awards.
Steps to complete the provision
- Find 52.212-3 in the solicitation. It is attached to commercial product and commercial service solicitations under FAR Part 12.
- Check your SAM registration: are the annual representations and certifications complete and entered or updated within the last 12 months?
- If yes, complete only paragraph (b). Review the posted answers against this solicitation, including the business size standard for the NAICS code(s) it references.
- If a posted answer is wrong for this solicitation, list the affected paragraph(s) in the “except for paragraphs” line of (b)(2) and complete those paragraphs.
- If you have not completed annual representations in SAM, complete paragraphs (c) through (v) and submit them with the offer.
- Update SAM separately if a posted answer is no longer accurate; the offer-level exception does not change the SAM record.
Typical timeline phases
- Registration phase: annual representations and certifications are entered in SAM. Under FAR 4.1201 they remain effective until one year from the date of submission or update, and registrants must review them at least yearly.
- Offer phase: the paragraph (b) or paragraphs (c) through (v) completion is submitted with the offer.
- Award phase: the contracting officer incorporates the representations and certifications by reference; for commercial products and services that is done through 52.212-4(v). Small businesses update their size and status representations under 52.219-28.
Common mistakes
- Completing paragraphs (c) through (v) in addition to (b). The provision directs you to complete one set or the other.
- Assuming an offer-level exception in (b)(2) fixes SAM. Under (b)(1) it does not.
- Letting the 12-month window lapse, so the (b)(2) verification cannot honestly be made.
- Ignoring the business size standard for the NAICS code on the solicitation when confirming SAM answers.
- Answering (j) when the solicitation is not predominantly for manufactured end products.
Related provisions
| Provision | Relationship to 52.212-3 |
|---|---|
| FAR 52.204-8 | Annual representations and certifications provision; see the SAM.gov representations guide |
| FAR 52.212-4 | Commercial contract terms clause, incorporated by reference via SF 1449 Block 27 (FAR 12.301(b)(3)) |
| FAR 52.212-5 | Clauses implementing statutes and Executive Orders for commercial acquisitions (FAR 12.301(b)(4)) |
| FAR 52.204-25 | Source of the covered telecommunications meaning used in paragraph (v) |
| FAR 52.219-28 | Post-award small business rerepresentation |
For the wider picture, see the federal contract compliance guide.
FAQ
Do I have to complete all of FAR 52.212-3?
No. If your annual representations and certifications are completed in SAM, complete only paragraph (b). If not, complete only paragraphs (c) through (v).
Does changing an answer in an offer update SAM?
No. Under (b)(1), changes made for a solicitation do not automatically change the representations and certifications in SAM.
How long are SAM representations effective?
Under FAR 4.1201, until one year from the date of submission or update to SAM.
Sources
- FAR 52.212-3, acquisition.gov: https://www.acquisition.gov/far/52.212-3 (checked 2026-10-29)
- FAR 12.301, acquisition.gov: https://www.acquisition.gov/far/12.301 (checked 2026-10-29)
- FAR 4.1201, acquisition.gov: https://www.acquisition.gov/far/4.1201 (checked 2026-10-29)
- FAR 52.204-8, acquisition.gov: https://www.acquisition.gov/far/52.204-8 (checked 2026-10-29)
