Do subcontractors need a SAM.gov registration, or only a UEI?

The FAR text read for this guide does not require one of a subcontractor as such. What a subcontractor must have is written in two places this guide cannot read. One is the prime contract, whose clauses the prime passes down to its subcontractors where a clause says so. The other is the subcontract the prime signs with your business. A prime contractor can ask for an active registration as a condition of its own, and some do. So the answer for your business is in your subcontract, and the prime contractor is the one to ask.

What the FAR does expect of a first-tier subcontractor is a Unique Entity ID. A first-tier subcontract is a subcontract awarded directly by the contractor for the purpose of acquiring supplies or services, including construction, for performance of a prime contract. Say a first-tier subcontract is valued at or above the threshold FAR 4.1403 sets. Then the contractor reports the unique entity identifier for the subcontractor receiving the award, and for the subcontractor's parent company if it has one. It reports the subcontractor's name, the amount and date of the award, its address and other details, at the federal reporting site the clause names. The clause adds that the law requires all reported information to be made public. The contractor is responsible for notifying its subcontractors of that (FAR 52.204-10).

GSA's own page on registering a business says the same from the other side. Some entities that do business with the government may choose not to register in SAM.gov, for example subcontractors. In that case they cannot bid directly on federal contracts as prime contractors or seek federal assistance as a prime awardee. Do you need only a UEI, or a full SAM.gov registration? explains the identifier-only path, and Your UEI the identifier itself.

Under a grant, the rule is written down: a subrecipient needs a UEI, and only a UEI. A recipient may not make a subaward to a subrecipient that has not obtained a UEI and provided it to the recipient. Subrecipients are not required to complete full registration in SAM.gov to obtain a UEI. A recipient must notify any potential subrecipient that it cannot make a subaward unless the subrecipient obtains and provides a UEI (2 CFR 25.300). The award term in Appendix A to part 25 repeats both duties for a recipient that may make subawards. Agencies include that term in their financial assistance agreements (2 CFR 25.220).

The rule reaches only the first tier below the recipient. The UEI is the universal identifier for federal financial assistance applicants, recipients and their direct subrecipients, the first tier (2 CFR 25.100). The part does not apply to subrecipients of subrecipients or to contractors under federal awards (2 CFR 25.105). When the pass-through entity writes the subaward, it identifies the subrecipient's name and the identifier itself. The name must match the name associated with its unique entity identifier (2 CFR 200.332). A pass-through entity may still ask for more than the rule's minimum. The subaward agreement is where it says so.

The words matter because the UEI rule follows them. A subaward is an award a pass-through entity provides to a subrecipient to carry out part of a federal award. It does not include payments to a contractor, a beneficiary or a participant. A subrecipient is an entity that receives a subaward from a pass-through entity to carry out part of a federal award. A contractor is an entity that receives a contract. For the purpose of federal financial assistance, a contract is the legal instrument by which a recipient or subrecipient makes purchases under a federal award (2 CFR 200.1).

The organization paying you decides, case by case, and the substance of the deal counts more than its paperwork. The pass-through entity is responsible for making case-by-case determinations of whether the entity receiving federal funds is a subrecipient or a contractor. The substance of the relationship is more important than the form of the agreement. No single factor or combination of factors is necessarily determinative. The rule lists characteristics on each side. A subrecipient has its performance measured in relation to whether the objectives of a federal program were met. It is responsible for programmatic decision-making and for adherence to the program's requirements. A contractor provides the goods and services within its normal business operations. It provides similar goods or services to many different purchasers and normally operates in a competitive environment. An entity may concurrently receive federal awards as a recipient, a subrecipient and a contractor (2 CFR 200.331).

So a business selling its ordinary goods or services to a grantee is, in the rule's words, usually a contractor and outside 2 CFR 25. The grantee makes that determination. This guide cannot make it for your business, and a grantee may ask for a UEI or a registration for reasons of its own. Do you register in SAM.gov for contracts, grants, or both? covers the registration a business needs when it applies or bids as the prime.

Three asks come from three directions. A prime contractor asks for a UEI because it has to report one. It reports your identifier, name, address and award details for a first-tier subcontract at or above the threshold (FAR 52.204-10). It may ask for an active registration because its contract or its own practice requires one. A pass-through entity under a grant asks for a UEI because the rule forbids the subaward without it (2 CFR 25.300). An agency asks for a full registration of the business that bids or applies directly. The FAR's rule binds offerors and quoters. And every notice of funding opportunity requires each applicant to be registered in SAM.gov before it submits an application (2 CFR 25.200).

A UEI is public. How to look up a business's UEI shows how anyone with your legal name can find it. An empty result reads as not found or opted out of public display, not as a verdict about the business. If a prime or a grantee cannot find your record, the record's owner is the one who can say why.

If the prime is a small business holding a set-aside contract, SBA's rule limits how much of the work it may pass to subcontractors. The rule covers a full or partial small business set-aside contract with a value greater than the simplified acquisition threshold. It also covers an 8(a) contract, a service-disabled veteran-owned or veteran-owned small business contract, a HUBZone contract, and a women-owned or economically disadvantaged women-owned small business contract. To be awarded one, the small business concern must agree to a limit. The limit is on the share of the amount paid by the government that it pays to firms that are not similarly situated. There are separate limits for services, for supplies and for construction (13 CFR 125.6). The figures are the rule's own, and this guide does not print them.

Whether a business is small for a given contract, and whether a subcontractor is similarly situated, are size questions that are yours to answer. The card just below this guide lists free counselors who can explain them. Past performance when you have no federal contracts covers the past performance rating a first-tier subcontractor may ask its prime for under 13 CFR 125.11.

It cannot read your subcontract or the prime contract above it. So it cannot say whether your prime requires a registration. It cannot say whether the organization paying you under a grant will treat your business as a subrecipient or as a contractor. It does not describe how a subcontract is reported. It says nothing about today's wording of SAM.gov's own help on subcontractors, which was not read for it. Where a question turns on size or affiliation, a free counselor is the place to take it.

Firmenza's free health check reads the public SAM.gov record of any business by its legal name or its UEI. That is how a prime contractor or a grantee sees your record too. Firmenza's UEI only order is for a subcontractor who only needs a UEI: we request your Unique Entity ID from your answers. A new registration is for a business that will bid or apply as the prime, and the pricing page lists both. A Firmenza specialist reviews your application.