Southwest Michigan
Procurement Technical Assistance Center
SAM Updates – Fall 2014
Immediate and Higher Level Ownership Question
SAM add the question of whether there is an Immediate and Higher Level Ownership question. In addition, the entities also
need to identify the Legal Name and CAGE Code of these two levels of ownership.
Dear PTAC Client:
SAM.gov is asking a new question regarding "ownership" of the company. These questions are in
the area that talks about your CAGE code.
Question 1: Does your entity have an Immediate Owner?
Yes
No
Question 2: Does your entity have a Higher Level Owner?
Yes
No
There is an open discussion in the Federal Register about this upcoming change to the Federal Acquisition Regulation (FAR)
Clause regarding immediate owner and highest-level owner. It's not written in the FAR yet (November 1, 2014 is the target
date) but it has been added to the SAM registration.
The rule includes definitions of ''highest-level owner'' and ''immediate owner.'' The intent behind defining ''ownership'' is to
describe how entities relate to one another in terms of their hierarchical relationships. The final rule established the
definitions as follows:
• Highest-level owner means the entity that owns or controls an immediate owner of the offeror or that owns or
controls one or more entities that own or control an immediate owner of the offeror. No entity owns or exercises
control of the highest-level owner.
• Immediate owner means an entity other than the offeror that has direct control of the offeror. Indicators of
control include, but are not limited to, one or more of the following: Ownership or interlocking management,
identity of interests among family members, shared facilities and equipment, and the common use of employees.
• Ownership having ownership or control, and the definition of immediate owner includes examples of the
indicators of control; and an immediate owner has at most one highest-level owner.
These are possible scenarios:
a.
If Company A is registering for a CAGE, and is owned and controlled by Company B, you will have to add
Company B's legal name (no DBA) AND CAGE within SAM.
b.
If Company A is registering for a CAGE, and is owned and controlled by Company B, AND Company B is owned
and controlled by Company C, then Company A will have to list Company B as the immediate owner, Company
www.upjohn.org/ptac
222 South Westnedge Avenue, Kalamazoo, MI 49007
(269) 385-0470
Southwest Michigan
Procurement Technical Assistance Center
SAM Updates – Fall 2014
B's CAGE and legal name (no DBA) into SAM, AND Company A will have to register Company C as the HighestLevel Owner, Company C's CAGE and legal name (no DBA) into SAM.
c.
If Company A is registering for a CAGE, and is owned by Company B, and Company B is owned by Company C,
and Company C is owned by Company D; then Company A, when registering in SAM, will have to list Company B
as immediate owner, B's CAGE and legal name (no DBA) & Company D as the Highest-Level Owner, C's CAGE and
legal name (no DBA).
Before November 1, 2014, a contracting officer may ask for your Immediate Owner CAGE & Highest-Level Owner CAGE &
legal name (no DBA), if you are awarded a Federal contract and have not registered your "Immediate owner" or "Highestlevel owner" into your SAM registration. Offerors, if owned or controlled by another entity, must provide the contracting
officer with the CAGE code and legal name of that entity prior to the award of a contract above the micro-purchase
threshold.
For more information, including Joint Ventures, Foreign Owned companies, exceptions, and answer to comments, please
refer to the Federal Register Notice at: https://www.sam.gov/sam/transcript/Federal_Register_Notice_FAR_Case_2012024_CAGE_Ownership_of_Offeror_(2014-12387).pdf.
www.upjohn.org/ptac
222 South Westnedge Avenue, Kalamazoo, MI 49007
(269) 385-0470