52.212-3  Offeror Representations and Certifications--Commercial Items.

8.  Amend section 52.212-3 by--

a.  Revising the date of the provision;

b.  In paragraph (a) revising the definition "Inverted domestic corporation"; and adding, in alphabetical order, the definition "Subsidiary"; and

c.  Revising paragraph (n) to read as follows:

52.212-3  Offeror Representations and Certifications--Commercial Items.

* * * * *

Offeror Representations and Certifications--Commercial Items (May 2011)

* * * * *

(a)  * * *

* * * * *

Inverted domestic corporation, as used in this section, means a foreign incorporated entity which is treated as an inverted domestic corporation under 6 U.S.C. 395(b), i.e., a corporation that used to be incorporated in the United States, or used to be a partnership in the United States, but now is incorporated in a foreign country, or is a subsidiary whose parent corporation is incorporated in a foreign country, that meets the criteria specified in 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c). An inverted domestic corporation as herein defined does not meet the definition of an inverted domestic corporation as defined by the Internal Revenue Code at 26 U.S.C. 7874.

* * * * *

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.

* * * * *

(n)  Prohibition on Contracting with Inverted Domestic Corporations-

(1)  Relation to Internal Revenue Code. An inverted domestic corporation as herein defined does not meet the definition of an inverted domestic corporation as defined by the Internal Revenue Code 25 U.S.C. 7874.

(2)  Representation. By submission of its offer, the offeror represents that--

(i)  It is not an inverted domestic corporation; and

(ii)  It is not a subsidiary of an inverted domestic corporation.

* * * * *