FAR 52.244-2 Subcontracts: Consent, Evaluation, and Flow-Downs

Under FAR 52.244-2, consent to a subcontract is the contracting officer’s written approval that a prime contractor must obtain before awarding certain subcontracts on a federal contract. Whether you need it for a specific subcontract turns on three things: whether your company holds a government-approved purchasing system, the subcontract’s type and dollar value, and whether the subcontractor and scope were already priced into your original proposal.¹

When Consent Is Required

If your company does not have an approved purchasing system, the rule is broad. You need written consent before awarding any cost-reimbursement, time-and-materials, or labor-hour subcontract, at any dollar value. You also need consent for fixed-price subcontracts that exceed the simplified acquisition threshold of $250,000 or 5 percent of the total estimated cost of the prime contract, whichever is greater.¹

With an approved system, most routine subcontracts can proceed without individual consent. Even then, the contracting officer can require consent for specific subcontracts or vendors. Paragraph (d) of the clause reserves a space in the contract schedule where the contracting officer identifies particular subcontract types or named suppliers that still need approval despite the system-level clearance.²

Letter contracts and other unpriced actions almost always require consent, because the government cannot evaluate cost reasonableness when pricing is still open.

Subcontracts Already Priced Into the Prime

Paragraph (j) exempts subcontracts that were specifically identified and priced in your proposal and accepted by the government at award. If you named the subcontractor, described the scope, and the government evaluated that arrangement during prime contract pricing, you do not go back and ask for separate consent later.¹

How an Approved Purchasing System Changes the Picture

The single biggest variable is whether your procurement operation has passed a Contractor Purchasing System Review (CPSR). An approved system tells the government your processes are mature enough that individual subcontracts do not need case-by-case oversight.

A CPSR becomes mandatory when your sales to the government are expected to exceed $25 million over the next 12 months. That figure excludes competitively awarded firm-fixed-price contracts, fixed-price contracts with economic price adjustment, and commercial product sales under FAR Part 12. Once you cross the threshold, the Administrative Contracting Officer decides whether a full review is warranted.³

The Defense Contract Management Agency evaluates purchasing systems against roughly 30 elements. The ones most directly tied to FAR 52.244-2 are whether your system correctly identifies subcontracts that need government consent, whether you perform adequate price analysis, and whether required FAR and DFARS clauses flow down into subcontract agreements.⁴

Approval is not permanent. The ACO conducts ongoing surveillance and can withdraw approval if practices deteriorate or you repeatedly miss consent and notification requirements. Withdrawal immediately puts every future subcontract back under case-by-case consent across your entire government portfolio.⁵

What to Include in a Consent Request

Paragraph (e) specifies the package. Incomplete submissions get returned rather than reviewed, which is where most delays happen. Include:

A clear description of the supplies or services the subcontractor will provide.
The subcontract type (fixed-price, cost-reimbursement, time-and-materials, or other).
The proposed subcontractor’s identity.
The proposed subcontract price or estimated cost.
If required by the contract, the subcontractor’s current, complete certified cost or pricing data with a Certificate of Current Cost or Pricing Data.
The subcontractor’s Cost Accounting Standards Disclosure Statement or certificate, when applicable.
A negotiation memorandum covering the principal elements of the price negotiation, the reasons certified cost data were or were not required, and a full explanation of any incentive or profit plan.

The negotiation memorandum is where contractors trip. It has to explain the most significant considerations that drove the final price, any deficiencies in the subcontractor’s cost data, and why the negotiated price differs from your original objective.⁶

Certified cost or pricing data is only required when the subcontract value exceeds the applicable threshold: $2.5 million for prime contracts awarded on or after July 1, 2018, and $950,000 for older contracts. Both figures were confirmed in the most recent inflation adjustment of acquisition-related thresholds, effective October 1, 2025.⁷

Confirm in the package that the proposed subcontractor is not debarred, suspended, or proposed for debarment. A quick check in the System for Award Management answers that, and including the verification heads off one of the more avoidable reasons for denial.

How the Contracting Officer Evaluates It

Review focuses on whether the proposed subcontract is a reasonable deal that protects the government’s interests. The contracting officer independently assesses price reasonableness, the appropriateness of the subcontract type, and whether you followed your own procurement procedures. They also look at technical capability and past performance, though they lean on the analysis you already documented. Thin documentation on how you qualified the subcontractor invites questions. If your prime contract includes a subcontracting plan under FAR 52.219-9, small business goal compliance is part of the evaluation too.

Structures the Government Cannot Approve

Some subcontract structures cannot be consented to, regardless of documentation quality:

Cost-plus-percentage-of-cost subcontracts, which are flatly prohibited.
Cost-reimbursement subcontracts with fees exceeding the limitations in FAR 15.404-4(c)(4)(i).
Subcontracts obligating the contracting officer to deal directly with the subcontractor.
Subcontracts binding the government to the results of arbitration or settlement between prime and subcontractor.
Repetitive or unnecessarily prolonged use of cost-reimbursement, time-and-materials, or labor-hour subcontracts where a fixed-price arrangement would be appropriate.

If your proposal falls into one of these categories, restructure before resubmitting.⁸

Consent Is Not Cost Approval

Paragraph (f) states plainly that consent does not determine cost allowability, does not confirm the acceptability of subcontract terms, and does not relieve the prime of any performance responsibility.¹ The government can later audit the subcontract and disallow costs it considers unreasonable, even after consenting to the arrangement. Consent is a procedural gate, not an endorsement of price.

What Happens if You Subcontract Without Consent

The immediate risk is cost disallowance. On cost-reimbursement contracts, the government can refuse to reimburse costs incurred under an unauthorized subcontract. Because the clause requires prior written consent, any costs incurred before that consent existed are exposed. Retroactive approval is not guaranteed and is often refused.

Repeated violations can cost you your approved purchasing system. When the ACO withdraws approval, they must notify you in writing, identify the specific deficiencies, and request a corrective action plan within 15 days. Until the system is re-approved, every subcontract across all your government contracts reverts to individual consent.⁸

The damage also shows up in past performance records. CPARS evaluations specifically assess how prime contractors manage subcontract awards, including compliance with statutory requirements and timely subcontract management. A pattern of unauthorized subcontracting can produce unfavorable ratings that follow you into future competitions.⁹

Flow-Down Obligations After Consent

Consent is the gate, not the finish line. Once the subcontract is approved, you remain responsible for incorporating all required federal contract clauses into the subcontract agreement. Flow-down clauses bind the subcontractor to the same regulatory standards that govern the prime, covering cost accounting, audit access, ethical conduct, and labor standards, among others.

The CPSR checks this directly. One of the core review elements examines whether all mandatory FAR and DFARS clauses have been properly flowed down into subcontract terms.⁴

Identifying which clauses actually apply is the harder part. Not every prime contract clause flows down, and some flow down only when the subcontract meets certain conditions, such as exceeding a dollar threshold or covering a particular type of work. Getting it wrong can leave the prime liable for subcontractor violations it had no practical way to prevent. Most experienced government contractors maintain a flow-down matrix mapping each prime contract clause to its subcontract applicability, and review it with counsel before finalizing any significant subcontract.

1
eCFR. 48 CFR 52.244-2 – Subcontracts
2
Acquisition.gov. 48 CFR 52.244-2 – Subcontracts
3
Acquisition.gov. FAR 44.302 – Requirements
4
Defense Contract Management Agency (DCMA). Contractor Purchasing System Review (CPSR) Guidebook
5
Legal Information Institute (LII). 48 CFR Part 44 Subpart 44.3 – Contractors Purchasing Systems Reviews
6
Acquisition.gov. FAR Part 52 – Solicitation Provisions and Contract Clauses
7
Federal Register. Federal Acquisition Regulation: Inflation Adjustment of Acquisition-Related Thresholds
8
Acquisition.gov. FAR Part 44 – Subcontracting Policies and Procedures
9
CPARS. CPARS Guidance