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Business Representations & Certifications

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BUSINESS REPRESENTATIONS & CERTIFICATIONS

Company Name:

DUNS / Tax ID:

Contact Person:

Contact Phone:

Recitals

WHEREAS, Company Name: is engaged in the business described in the Scope of Work below; and

WHEREAS, the parties desire to set forth certain representations, warranties and certifications regarding Company Name's legal authority, compliance, and financial condition for the purpose of entering into or continuing a commercial relationship effective as of Effective Date: .

WHEREAS, these representations and certifications shall be relied upon by the counterparty in evaluating and performing obligations under any resulting agreement.

Scope of Work

Payment Terms

Total Contract Amount: . In consideration for the Scope of Work, the counterparty shall pay as follows:

Payment Terms: Invoices shall be due and payable within days of invoice receipt. Late payments shall accrue interest at the lesser of % per month or the maximum permitted by law, and a late fee of may be charged for each late payment.

Term and Termination

Term Start Date: . Term End Date (if applicable): .

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause may be immediate where the non‑breaching party provides written notice for material breach and the breach is not cured within a commercially reasonable period as required by law.

Representations & Certifications

The undersigned certifies and represents to the best of its knowledge, after due inquiry, the following statements are true, accurate and complete as of the Effective Date and will remain true during the Term unless specifically amended in writing:

The entity has full corporate power and authority to enter into and perform its obligations under this Agreement, and execution and delivery have been duly authorized.

The entity is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the authority to conduct its business as described.

Execution, delivery and performance do not and will not violate applicable law, or any agreement, judgment, decree or other instrument to which the entity is a party or bound.

The entity is in material compliance with applicable laws, statutes, regulations and orders relevant to the performance of its obligations.

All federal, state and local tax returns required to be filed have been filed and all taxes shown as due have been paid or adequately reserved.

There has been no material adverse change in the entity's financial condition since the date of the most recent financial statements provided to the counterparty.

The entity possesses all material licenses, permits and authorizations necessary to perform the Scope of Work.

The entity, its principals, and affiliates are not debarred, suspended, excluded or otherwise ineligible from participating in government contracts or programs.

The entity and its affiliates comply with applicable anti‑corruption laws and have not offered or paid bribes or made improper payments in connection with the business relevant to this Agreement.

The entity will comply with applicable export control, economic sanctions and customs laws in connection with performance under this Agreement.

Confidentiality

Both parties agree that Confidential Information disclosed in connection with this Agreement shall be used solely for the purposes of performing obligations hereunder, shall be protected from unauthorized disclosure with reasonable care, and shall not be disclosed to third parties except as expressly permitted. Confidentiality obligations shall survive termination for a period of , unless otherwise required by applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Notices

Entire Agreement

This instrument, including any attachments and incorporated representations and certifications, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Certification

The undersigned certifies, under penalty of perjury and pursuant to applicable law, that the information provided in these representations and certifications is true, correct and complete, and that the undersigned is authorized to make these certifications on behalf of the entity named above.

Company

Printed Name:

By:

Date:

Counterparty

Printed Name:

By:

Date:

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What the Business Representations & Certifications document is

A Business Representations & Certifications form is a standardized statement a company provides to a buyer, contracting agency, or regulator asserting legal status, ownership, size classification, compliance with laws, and absence of debarment or suspension. Typical uses include federal and state procurement, grant applications, and vendor onboarding. The document collects objective data (legal name, tax identifiers, ownership percentages, small-business status, NAICS/PSC codes) and signatures attesting to accuracy. When submitted electronically, the form must meet U.S. e‑signature rules such as the ESIGN Act and applicable state UETA or ESRA provisions to be enforceable.

Why this form matters for contracts and compliance

Representations and certifications establish eligibility, allocate contractual risk, and provide the basis for award decisions and audits; accurate answers are required for legal compliance, payment, and audit trails.

Why this form matters for contracts and compliance

Who completes and relies on these representations

Accurate completion reduces downstream audits, payment delays, and administrative holds; keep a signed copy in your contract file and with your compliance records.

  • Contracting officers and procurement teams who need to verify bidder eligibility and risk.
  • Compliance or legal departments responsible for truthful disclosures and audit responses.
  • Authorized company signers (CEO, CFO, owner, or delegated officer) who can bind the business.

Primary signers and stakeholders

Authorized Signer

A corporate officer, owner, or person with delegated authority signs and certifies the document; their signature legally binds the business and should match corporate records.

Compliance Officer

Internal compliance or contracts staff prepare and verify factual answers, keep supporting documentation, and respond to agency audit requests if questions arise.

Essential fields usually required

Legal Business Name: Full registered name
Tax Identifier: EIN or SSN/TIN
Business Type: LLC, Corporation, Sole Prop
NAICS/PSC Code: Primary industry code
Ownership Details: Percent ownership by individual
Authorized Signature: Name, title, date

Step-by-step: completing the form accurately

Follow the sequence below to prepare, verify, and submit Business Representations & Certifications without common errors.

  • 01
    Gather documents: Assemble EIN, formation docs, ownership proof, and recent certifications.
  • 02
    Answer fields: Enter legal names, NAICS, and ownership percentages exactly as recorded.
  • 03
    Review internally: Have legal or compliance confirm responses before signature.
  • 04
    Sign and submit: Authorized signer signs electronically or on paper per instructions.

Configuring an online completion workflow

Set up an e-submission workflow that enforces required fields, signer order, and authentication to minimize errors and meet procurement rules.

Template Name Create a reusable document template
Signer Roles Assign authorized signer and reviewer roles
Authentication Choose email, SMS code, or stronger methods
Conditional Fields Show fields only when applicable
Retention Settings Set automatic archival and access controls

Where to send or file the completed form

Submission destination varies by transaction type — follow the solicitation, agency, or buyer instructions carefully.

  • Procurement Portal: Upload to the buyer’s vendor portal per solicitation
  • Contracting Officer: Send signed copy to the listed contracting officer email
  • Vendor Management: Store in corporate vendor management system for audits
  • Grant Administrator: Attach to grant application or award file

Technical requirements for electronic submission

Ensure the receiving organization accepts e-signatures under ESIGN/UETA; when required, preserve audit trails and document integrity for audits or legal review.

  • Accepted formats: PDF, DOCX, or platform native
  • Authentication options: Email link, SMS code, or stronger methods
  • Integrations available: CRM, ERP, cloud storage

Timing expectations and typical deadlines

Deadlines depend on solicitation or agency rules; account for internal review, signature routing, and delivery to meet submission cutoffs.

Upon solicitation:

Submit with initial bid or proposal per instructions

Request updates:

Respond to agency requests within specified days

Contract award:

Execute final certifications at award or pre-award stage

Renewals:

Update annually or as contract conditions change

Audit production:

Provide supporting documentation within agency timeframe

Common mistakes to avoid

  • Using an informal or trade name instead of the exact registered legal entity name can invalidate the representation.
  • Leaving ownership percentages blank or inconsistent with formation documents creates audit findings and may trigger requests for clarification.
  • Failing to have an authorized signer sign the form — initials or unsigned copies are often rejected during procurement reviews.
  • Submitting scanned, low-resolution copies without searchable text or a tamper-evident audit trail can complicate electronic acceptance.

Consequences of incorrect or false statements

False Statement Liability: Civil or criminal exposure
Contract Termination: Loss of award or rescission
Debarment Risk: Suspension from future contracts
Payment Withhold: Delayed or withheld funds
Audit Findings: Record requests and penalties
Reputational Harm: Long-term vendor impact

Key elements typically included in the form

Most Business Representations & Certifications packages include standardized sections; ensuring each element is complete supports eligibility checks and auditability.

Ownership & Control

Disclose owners and percent ownership. Provide evidence for minority, women-owned, veteran-owned, or other status when claimed, and ensure figures match formation documents and tax records for audit consistency.

Size and Status

Declare small business, HUBZone, 8(a), or other program eligibility. Use the official small business size standards and primary NAICS code to support any claimed status.

Tax and Identifiers

Provide EIN or TIN and DUNS/UEI where requested. Accurate tax identifiers are required for payments and to avoid backup withholding or administrative delays.

Compliance Certifications

Confirm compliance with applicable laws (e.g., export controls, labor laws). Attach supporting documentation where the solicitation or buyer requires proof.

Debarment & Suspension

Affirm that the business and key principals are not debarred, suspended, or proposed for such actions, and disclose any exclusions or investigations.

Signatures & Dates

Include the printed name, title, signature, and date of an authorized signer. Electronic signatures must meet ESIGN/UETA standards and any agency-specific authentication rules.

Practical examples of typical workflows

These short scenarios show how organizations commonly use representations and certifications in procurement and vendor onboarding.

Vendor Onboarding

A mid-size supplier prepares standardized certifications for multiple buyers to avoid repetitive requests.

  • The procurement portal required notarized attestations for certain buyers.
  • By maintaining an updated signed file with supporting documents, the supplier reduced repeated requests and expedited contract processing for routine bids.

Grant Award

A nonprofit submits representations with its grant package to confirm eligibility and board composition.

  • The grantor requested current ownership and conflict disclosures.
  • Keeping a single verified, signed document and attaching exhibits for board minutes simplified future audits and award administration.

Practical tips for accurate and efficient completion

Follow these practices to reduce rework, avoid audit findings, and speed approval.

Use consistent legal names
Always match the legal entity name to formation documents and IRS records; inconsistencies prompt verifications and delay payments.
Centralize supporting documents
Keep certified formation documents, ownership schedules, and tax IDs in a central repository accessible to compliance and procurement teams.
Validate status before claiming
Confirm small-business or socio-economic status through the issuing agency prior to claiming it on the form to avoid misrepresentation.
Preserve the audit trail
When signing electronically, ensure the platform provides timestamps, signer attribution, and tamper-evident copies to support audits.

eSignature vendor comparison for completing and storing forms

Common capability and pricing dimensions for eSignature vendors; signNow is listed first for comparison purposes and vendor feature gaps may vary by plan.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes (plan-dependent) Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA available) Yes Yes Varies Varies

Frequently asked questions and practical answers

Answers to common issues about signing, notarization, and electronic submission of representations and certifications.


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