---
title: "How to Complete the SF-328: Step-by-Step Guide"
description: Learn how to complete the SF-328, prepare foreign ownership disclosures, gather supporting documents, and avoid delays during FOCI reviews.
---

[Industrial Security Insights & Guidance | Industry FSO](https://industryfso.com/insights)

# [How to Complete the SF-328: Step-by-Step Guide](https://industryfso.com/insights/how-to-complete-sf-328)

 Written by [Sarah Phillips](https://industryfso.com/insights/author/sarah-phillips) | Oct 20, 2026, 1:54:33 PM

The SF-328, Certificate Pertaining to Foreign Interests, is one of the primary documents used by the federal government to evaluate Foreign Ownership, Control, or Influence (FOCI).

Companies commonly encounter the form when applying for a Facility Clearance (FCL), reporting changes in foreign ownership, or undergoing other government-directed foreign interest reviews.

Although the SF-328 is relatively short, completing it can require considerable research into corporate ownership, financial relationships, foreign affiliates, and governance arrangements.

This guide explains what information the SF-328 requests, how to prepare supporting documentation, and how to avoid unnecessary delays during government review.

## What Is the SF-328?

The SF-328 is a standardized government form used to disclose foreign interests that may affect an organization's eligibility to perform certain government work.

The information helps the government evaluate whether foreign individuals, companies, or other entities possess ownership interests or influence that could create national security concerns.

The SF-328 is commonly associated with DCSA's FCL process, but its use extends to other government programs and foreign ownership reviews.

Importantly, **answering "Yes" to an SF-328 question does not automatically mean a company is under unacceptable FOCI or ineligible for government contracts.**

The purpose of the form is to disclose relevant information so the government can evaluate the circumstances.

For additional background, read [What Is FOCI? A Practical Guide for Government Contractors](https://industryfso.com/insights/what-is-foci).

## Where Can You Download the Current SF-328?

The official SF-328 is available through the General Services Administration (GSA).

[**Download the Current SF-328 — GSA**](https://www.gsa.gov/reference/forms/certificate-pertaining-to-foreign-interests)

As of October 2026, the current revision is dated July 2026.

The updated form contains nine substantive questions and incorporates detailed instructions explaining what information must accompany affirmative responses.

GSA also advises users to download the form and open it in Adobe Acrobat Reader rather than attempting to complete the dynamic PDF directly in a web browser.

Contractors should use the current form and follow the instructions applicable to their specific submission.

## Step 1: Gather Your Corporate Ownership Documents

Before answering the SF-328, assemble the records needed to verify the company's ownership and control structure.

Depending on the organization, these may include:

- Articles of incorporation or organization
- Operating agreements and corporate bylaws
- Shareholder or membership agreements
- Capitalization tables and ownership ledgers
- Corporate organizational charts
- Voting and investor rights agreements
- Board and executive leadership information
- Records concerning foreign subsidiaries or affiliates
- Relevant financing and contractual agreements

Companies with multiple ownership tiers should identify both direct and indirect ownership interests.

For example, a U.S. contractor owned by another U.S. company may still have foreign ownership several levels higher in its corporate structure.

The SF-328 assessment is not limited to the immediate shareholder.

## Step 2: Review the Nine SF-328 Questions

The current SF-328 addresses nine categories of foreign ownership, relationships, and influence.

The following summaries explain the general purpose of each question. They are not substitutes for the exact wording or detailed instructions in the official form.

### Question 1: Foreign Ownership Interests

The first question addresses foreign persons who directly or indirectly own, beneficially own, or subscribe to at least 5% of relevant equity or capital interests.

Companies should review ownership records, capitalization tables, investment agreements, and indirect ownership through parent entities.

Special voting rights, beneficial ownership arrangements, and certain aggregated interests may require additional attention.

A foreign ownership interest should not be evaluated solely by looking at the names appearing on the company's immediate shareholder list.

### Question 2: Ownership of Foreign Entities

This question examines whether the organization, directly or through subsidiaries or affiliates, owns at least 10% of a foreign interest.

Companies may need to identify foreign subsidiaries, investments, or other relevant interests, along with associated management relationships.

### Question 3: Foreign Individuals in Management

This question addresses non-U.S. citizens serving in certain board, executive, management, or equivalent governance positions.

Relevant information may include citizenship, position, responsibilities, and applicable clearance or exclusion status.

### Question 4: Foreign Control Over Corporate Decisions

This question addresses whether foreign persons have authority to influence appointments, management, or other important corporate decisions.

Control can arise through voting rights, shareholder agreements, binding authority, or other contractual arrangements.

A foreign person may possess relevant control rights even if those rights have never been exercised.

### Question 5: Agreements With Foreign Persons

Companies must evaluate applicable contracts, agreements, arrangements, and understandings involving foreign persons.

Depending on the circumstances, relevant information may include the nature of the relationship, associated revenue, and involvement with classified or export-controlled information.

### Question 6: Foreign Indebtedness or Financial Relationships

This question concerns certain financial obligations or arrangements involving foreign persons.

Companies should coordinate with their finance and accounting teams to identify relevant financing, liabilities, or other relationships addressed by the form.

### Question 7: Foreign Revenue and Business Relationships

This question addresses specified foreign-source revenue and related business activity.

Contractors should review the current instructions carefully, including applicable reporting thresholds and calculations.

DCSA's revised form changed the reporting threshold associated with Question 7(b) to 15%.

### Question 8: Interlocking Management Relationships

This question addresses certain situations in which individuals associated with the organization also hold positions with foreign persons or entities.

Companies should review relevant management and governance relationships and prepare supporting information where required.

### Question 9: Other Foreign Influence

The final question provides an opportunity to disclose other circumstances that could enable foreign persons to control or influence the organization.

This is particularly important because foreign influence is not limited to formal equity ownership.

Contractors should consider whether any relevant arrangement has not already been addressed by the preceding questions.

**Important:** These descriptions are intended to help contractors organize their review. Always use the exact questions, definitions, thresholds, and supporting-document requirements in the current SF-328.

## Step 3: Prepare Supporting Documentation for Affirmative Responses

One of the most common challenges with the SF-328 is not determining whether an answer is "Yes" or "No." It is providing the documentation necessary to support an affirmative response.

Depending on the question, supporting materials may include:

- Ownership and capitalization records
- Corporate organizational charts
- Shareholder or investor agreements
- Board appointment and voting rights documentation
- Foreign affiliate information
- Financial records
- Contractual agreements
- Written explanations of foreign relationships

The current SF-328 instructions specify required supporting information for affirmative responses.

When referencing corporate documents, contractors should identify the relevant document, date, and specific page, section, or paragraph.

Providing complete documentation with the initial submission can reduce follow-up questions and avoid processing delays.

## Step 4: Check for Consistency Across Corporate Records

Before submitting the SF-328, compare the responses against the company's other corporate and government records.

Potential inconsistencies include:

- Ownership percentages that differ from capitalization tables
- Organizational charts that omit intermediate parent companies
- Board information that does not match corporate governance documents
- Foreign subsidiaries that are missing from disclosures
- Inconsistent descriptions of voting rights
- Outdated investor or shareholder information

Companies should also confirm that the person certifying the form has the appropriate authority.

A thorough internal review can help identify discrepancies before the government requests clarification.

## Step 5: Certify and Submit the SF-328

For companies undergoing DCSA facility clearance processing, the SF-328 is generally submitted as part of the appropriate package through the National Industrial Security System (NISS).

The form must be certified by an authorized company representative in accordance with the applicable instructions.

For corporate families, consolidated submissions and parent-company requirements may apply. Contractors should follow DCSA guidance regarding the appropriate reporting entity and certification.

Other government programs may have different submission procedures.

Contractors should therefore confirm the applicable submission process rather than assuming every SF-328 is submitted in the same manner.

## Step 6: Respond to Government Questions

After submission, the government may request clarification or additional documentation.

These requests do not necessarily indicate that a company has unacceptable FOCI.

They may simply reflect the need to understand ownership arrangements, financial relationships, or governance rights more clearly.

When responding, contractors should provide complete, consistent information supported by current records.

Complex questions may require coordination among company leadership, legal counsel, finance personnel, and industrial security professionals.

## When Does an SF-328 Need to Be Updated?

The SF-328 is not necessarily a one-time filing.

Companies holding an FCL may need to submit an updated form when material changes affect previously disclosed foreign interests.

Examples may include:

- New foreign investors
- Changes in foreign ownership percentages
- Corporate acquisitions or restructuring
- Changes in voting rights
- New foreign board representation
- Changes in foreign financial or contractual relationships

The applicable reporting requirements depend on the circumstances and the governing security or program requirements.

DCSA has also clarified that companies are not required to submit a new SF-328 solely because the form was revised.

For more information on when the form is required, see our article, [*Who Needs to Complete an SF-328, and When Is It Required?*](https://industryfso.com/insights/who-needs-sf-328)

## Does Completing an SF-328 Mean a Company Needs FOCI Mitigation?

Not necessarily.

The SF-328 is a disclosure document, not a mitigation agreement.

A company may report foreign interests without the government determining that those interests require formal mitigation.

When significant FOCI concerns arise in the FCL process, DCSA may require safeguards appropriate to the company's ownership and governance structure.

These can include Board Resolutions, Security Control Agreements, Special Security Agreements, Proxy Agreements, or Voting Trust Agreements.

The appropriate approach depends on the government's assessment.

For a detailed explanation, read [FOCI Mitigation Explained: How Companies Address Foreign Ownership Concerns](https://industryfso.com/insights/foci-mitigation-explained).

## How Does the SF-328 Relate to Section 847?

Section 847 of the FY2020 NDAA established a framework for reviewing foreign ownership risks among certain DoD contractors and subcontractors, including companies performing unclassified work.

The May 2026 proposed DFARS rule would incorporate SF-328 disclosures into additional covered procurement reviews.

This could require companies that have never pursued an FCL to prepare foreign ownership information for government review.

Contractors should distinguish these proposed Section 847 procedures from existing SF-328 obligations under the NISP and other government programs.

For additional context, read [NDAA Section 847 Explained: What Government Contractors Need to Know](https://industryfso.com/insights/ndaa-section-847-explained).

## Getting Help With Your SF-328

The SF-328 may appear straightforward, but companies with foreign investors, multiple ownership tiers, or complex governance arrangements can encounter questions that require careful documentation.

Preparing an accurate submission involves more than completing nine questions. It requires understanding the company's ownership structure, identifying relevant foreign interests, and ensuring that responses are supported by current corporate records.

Industry FSO provides [SF-328 preparation and FOCI consulting support](https://industryfso.com/foci-consulting) for government contractors.

Our team helps companies review ownership information, prepare supporting documentation, identify potential disclosure issues, and respond to government questions.

Whether you're preparing an SF-328 for the first time or updating an existing disclosure, contact Industry FSO to discuss your requirements.

[View full post](https://industryfso.com/insights/how-to-complete-sf-328)

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