RFO
RFO Version Available
The Revolutionary FAR Overhaul has published a revised version of this clause. The RFO version supersedes the eCFR text below for contracts using the RFO model; see the RFO deviation for applicability.
View RFO version52.209-10 Prohibition on Contracting With Inverted Domestic Corporations. As prescribed in 9.108-5(b), insert the following clause: Prohibition on Contracting With Inverted Domestic Corporations (NOV 2015) (a) Definitions. As used in this clause— Inverted domestic corporation means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c). Subsidiary means an entity in which more than 50 percent of the entity is owned— (1) Directly by a parent corporation; or (2) Through another subsidiary of a parent corporation. (b) If the contractor reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance of this contract, the Government may be prohibited from paying for Contractor activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the Contractor fails to perform in accordance with the terms and conditions of the contract as a result of Government action under this clause. (c) Exceptions to this prohibition are located at 9.108-2. (d) In the event the Contractor becomes either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation during contract performance, the Contractor shall give written notice to the Contracting Officer within five business days from the date of the inversion event. (End of clause) [76 FR 31414, May 31, 2011, as amended at 77 FR 27548, May 10, 2012; 79 FR 74557, Dec. 15, 2014; 80 FR 38307, July 2, 2015]
9.108-5(b)
(b) Include the clause at 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations, in each solicitation and contract for the acquisition of products or services (including construction).
Prescription data sourced from eCFR as of 2026-06-10 03:16 UTC.
Cross-references within the prescription are not resolved automatically.
Regulatory Stack
The layers of regulation that govern this clause, from the FAR prescription through agency-specific supplements and any active deviations.
RFO
RFO Version
Overhauled clause text
The Revolutionary FAR Overhaul publishes a revised version of this clause. See the RFO Version tab for the controlling authority under the RFO model.
FAR
FAR Prescription
9.108-5(b)
(b) Include the clause at 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations, in each solicitation and contract for the acquisition of products or services (including construction).
Version History
Version history is sourced from the codified eCFR. Changes published only as class deviations or by the Revolutionary FAR Overhaul do not appear here until they are incorporated into the eCFR. For RFO-driven changes see the RFO Version tab and any active deviations cited above.
No version history available from eCFR.
RFO Version
Comparison of the codified eCFR text against the Revolutionary FAR Overhaul revision. Highlights show additions (green) and deletions (red, struck through).
Clause Text
Substantive changes. The RFO version differs materially from the eCFR text.
eCFR (codified)
RFO (implemented)
Unchanged
52.209-10 Prohibition on Contracting With Inverted Domestic Corporations.
eCFR (codified)
RFO (implemented)
1 added, 1 removed
As prescribed in 9.108-5(b), insert the following clause:
As prescribed in 9.108-6(b), insert the following clause:
2 added, 2 removed
Prohibition on Contracting With Inverted Domestic Corporations (NOV 2015)
Prohibition on Contracting with Inverted Domestic Corporations (Deviation Date)
4 added, 3 removed
(b)
(b) If the contractor reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance of this contract, the Government may be prohibited from paying for Contractor activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the Contractor fails to perform in accordance with the terms and conditions of the contract as a result of Government action under this clause.
(b)
(b) If the contractor reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance of this contract, applicable law may prohibit the Government from paying for Contractor activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the Contractor fails to perform in accordance with the terms and conditions of the contract as a result of Government action under this clause.
1 added, 1 removed
(c)
(c) Exceptions to this prohibition are located at 9.108-2.
(c)
(c) Exceptions to this prohibition are located at 9.108-3.
27 removed
[76 FR 31414, May 31, 2011, as amended at 77 FR 27548, May 10, 2012; 79 FR 74557, Dec. 15, 2014; 80 FR 38307, July 2, 2015]
Prescription
No substantive changes. The RFO prescription is identical to the eCFR prescription.
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