XYZ, Inc. has had a federal supply schedule with GSA. Company B bought the shares of XYZ, Inc. The name of XYZ, Inc. is staying the same. XYZ, Inc. is now a wholly owned subsidiary of Company B.

XYZ inc was a small business but Company B is large. Thus, XYZ Inc.is now no longer small and must update its information at SAM (formerly CCR/ORCA). XYZ, Inc. will do that.

Here are the GSA-related Qs:

1. Does the change of ownership of XYZ Inc. terminate the GSA contract/FSS of XYZ, Inc? In other words, now that XYZ, Inc. is a wholly owned subsidiary of Company B, does XYZ, Inc.'s existing FSS remain in place or does Company B need to establish a brand new GSA contract (in Company B's name)?

2. Does Company B's acquisition of XYZ require any filings/notices directly with GSA?

3. Does the fact that Company B is a foreign company create any additional requirements/obligations as to the GSA schedule of XYZ, Inc?

Thanks,

J

Talk to the GSA CO for XYZ's schedule. The answer is probably not since it's a wholly owned subsidiary but a lot depends on the was the acquisition of XYZ was done.

For Q3: If XYZ has a facility clearance from DSS and was acquired by a foreign company, the Facility Security Officer needs to be on the phone with DSS now. Chances are XYZ's facility clearance will be suspended pending a determination that adequate controls are in place to ensure that no classified information can pass to the parent company.

Read Subpart 42.12 to determine whether any transfers of assets or liabilities attendant to the purchase would require you to obtain government approval through a cognizant ACO. The subpart is pretty brief and lucid.

For Q1, I would recommend contacting the GSA Contracting Officer. Be prepared to send the CO the documents pertaining to the acquisition of XYZ, as that CO will probably need them to send to their Legal to determine if a novation is to be done, or if another course of action is required, or nothing at all.

Q2. See Q1 above.

Q3. It might. Do you know if Company B is an Inverted Domestic Corporation? There are some issues that may arise, so once again I would recommend contacting XYZ's contracting officer.