Facility clearance · SF 328 guide

The SF 328, question by question

The SF 328, Certificate Pertaining to Foreign Interests, is how a company tells the Government about foreign ownership, control or influence (FOCI). It has nine Yes or No questions, and every Yes needs supporting documentation. This guide follows the current edition, Rev. 7/2026, and its built-in instructions. Mark an answer for each question to build a checklist; nothing is saved or sent.

The form and its instructions control, not this guide. DCSA decides whether a company is under FOCI and what mitigation it needs. The form is certified under penalty of 18 U.S.C. §1001, so answer “Not sure” here rather than guess, and settle it before anyone signs.

Blank SF 328 (Rev. 7/2026) ↗Go to the questions

Before you start

Who files itEvery company processed for a facility clearance, and each excluded parent. In a corporate family, the highest cleared U.S. entity files one consolidated SF 328 covering its cleared subsidiaries, branches and divisions; an uncleared U.S. parent files a parent SF 328 covering the uncleared entities in the chain.

“Foreign person” is broadThe form uses the definition in 31 CFR 800.224, and adds that any entity a foreign person controls is itself a foreign person. “Organization” means the business and its parents, subsidiaries, branches and divisions.

Every Yes needs documentsEach question’s instructions list what to attach. Name and date every supporting document you cite. Questions 4 and 7 are headed “Any response”: their instructions ask for information whether you answer Yes or No.

SigningSigned by someone with authority to bind the company, typically the senior management official, and witnessed by a person who watched them sign; the witness cannot be the Government representative who accepts the form. DCSA’s handbook asks for two signed originals. The form is CUI once filled in.

When a new SF 328 is due

Initial or upgrade FCL: every sponsorship for a new facility clearance or a higher level.
Material change: when foreign ownership, control or influence changes, with a complete explanation of what changed since the last submission.
New excluded parent: when a change in ownership brings a new parent that must file its own SF 328.
Mitigation renewal: when a FOCI mitigation agreement is renewed.
Annual certification: Rev. 7/2026 requires an annual certification that previously submitted answers have not changed, following your cognizant security agency’s guidance.

Sources: the SF 328 Rev. 7/2026 instructions; DCSA’s Updated SF 328 Industry Information Paper (May 2025), which also says a company need not refile solely because the form was revised; DCSA’s SF 328 job aid for consolidated forms.

1Does any foreign person(s), directly or indirectly, own, beneficially own, or subscribe to 5 percent or more of the outstanding shares of any class of stock, participation interest, units, or total capital commitment for your organization?

5% of any class Count ownership held directly or through other entities, beneficial ownership, and capital subscribed but not yet paid in. Any class counts, voting or not. Holdings of several foreign persons from the same country, or of affiliated entities, are added together.

Yes No Not sure

If yes:Question 1: foreign ownership documentation.

Every shareholder, member, partner, investor or subscription agreement (or a statement that there are none).
Governance documents describing each class of stock, membership or capital commitment, issued and unissued, with voting and convertible rights, cited by page and section.
A chart of the whole ownership and control structure above the company, identifying foreign interests of 5% or more; if ownership and control differ, chart both.
A cap table or ledger listing each owner’s legal name, citizenship, address, country of registration, percentage of interest, and voting versus equity percentage.
Aggregated holdings of same-country or affiliated foreign holders, and the names and citizenship of any trust’s beneficiaries, trustees and grantor.

A private fund that will not disclose this to you can send it directly to your cognizant security agency contact.

If no:No foreign ownership of 5% or more. Keep the ownership records that support this; DCSA reviews them with the FCL package.

If not sure:Trace ownership to the top of the structure. Look through funds, trusts and parent companies, and check each investor’s citizenship or country of control.

2Does your organization directly or indirectly through your subsidiaries and/or affiliates, own 10 percent or more of any foreign interest(s)?

10% of a foreign interest This is ownership running the other way: the company’s own stakes in foreign businesses, including through subsidiaries, affiliates and foreign joint ventures.

Yes No Not sure

If yes:Question 2: foreign holdings.

Each foreign interest’s name, citizenship, address, country of registration, owner and percentage owned.
If company management owns it: their names, citizenship, and titles at both the company and the foreign interest.
For each foreign joint venture: every partner’s name, citizenship, address, country, share, the venture’s purpose, and which partner controls it.

A technology or intellectual property sharing agreement with a foreign joint venture partner, formal or not, also makes question 5 a Yes.

If no:No 10% stakes in foreign interests.

If not sure:List the company’s and its subsidiaries’ holdings abroad, including minority stakes and joint ventures.

3Do any foreign persons serve as a member of your organization's governing body, or hold a management position?

Any foreign person Management positions are defined broadly: officers, directors, partners, regents, trustees, senior management officials, managers, board and committee members, other executives, the FSO and the ITPSO.

Yes No Not sure

If yes:Question 3: foreign board members or managers.

The charter and governance documents describing each affected position, or equivalent detail if the documents do not describe it.
For each person: name, title, roles and responsibilities, citizenship, immigration status, and clearance or exclusion status.
Any professional, academic or family ties between that person and the company’s owners or managers.

If no:No foreign persons in governance or management.

If not sure:Check the citizenship of everyone in a management position, using the form’s broad definition, including committee members.

4Does any foreign person(s) have binding authority or the power, direct or indirect, whether or not exercised, to control the election, appointment, or tenure of members of your organization's governing body or other management positions of your organization, or have the power to control or direct any decisions or activities of your organization?

Power, even unused The answer is Yes if the power exists, whether or not it has been used, and whether it comes from owning shares, from a contract, or by other means: for example an investor’s right to appoint a director, veto or consent rights, or authority to sign for the company.

Yes No Not sure

If yes:Question 4: foreign control rights.

Copies or excerpts of the governance documents describing each position and its authorities.
Each foreign person’s name, title, citizenship and binding or decision-making authorities, whether or not the governance documents record them.
Which decisions they can make, and whether alone or only with the consent of others (and whether those others are foreign persons).

If no:Question 4 is “Any response”: still attach the governance excerpts. The instructions ask for the documents describing each position and its authorities whatever the answer.

If not sure:Read the investor, operating and side-letter terms for appointment, veto and consent rights, with counsel if needed.

5Does your organization have any contracts, agreements, understandings, grants, side letters, or arrangements with a foreign person(s)?

Any arrangement This reaches suppliers, service providers, resellers, banks, subsidiaries you own 10% or more of, joint ventures and partnerships, visa sponsorships, technology or IP sharing, and talent or cultural exchanges. You need not ask every customer or vendor, but you are expected to use reasonable due diligence and to train the people who negotiate these relationships to report them.

Yes No Not sure

If yes:Question 5: foreign contracts and arrangements.

For each: the foreign person’s name, citizenship, address, country, share of gross income or compensation, and the nature and length of the involvement.
What technology, services or obligations are involved, and whether they touch defense, nuclear, CUI, classified or export-controlled items or information.
Any foreign supplier of software, code, parts, services or components used on your classified or other covered Government contracts, what it affects, and which Government customers use it.
Academic institutions and non-profits add the population, research and membership details the instructions list for them.

Many small, non-defense involvements under 5% of gross income can be summarized by country. Foreign suppliers used on Government contracts, and foreign providers of IT, HR, accounting, finance, legal, manufacturing or other substantial services, must always be listed individually.

If no:No arrangements with foreign persons. Be sure: this question is broad, and suppliers and service providers count.

If not sure:Review vendors, service providers, banks, resellers and partnerships for foreign persons, including U.S. companies that foreign persons control.

6Does your organization, whether as borrower, surety, guarantor, or other, have any indebtedness, liabilities, or obligations to a foreign person(s)?

Any foreign debt Includes loans, credit lines, letters of credit, notes, guarantees and pledged collateral, and debt owed to a U.S. lender that a foreign person owns or controls. Publicly traded companies answer in good faith for publicly held bonds and explain what they cannot obtain.

Yes No Not sure

If yes:Question 6: foreign debt.

Each lender, the collateral pledged, and, where stock, equity or assets are pledged, the loan agreement or extracts including default procedures; separate banks from individuals.
Any convertible debt, and the ownership share the lender would hold if converted.
The aggregate foreign debt, and details of any default.
Total assets and total liabilities in U.S. dollars for the last three fiscal years, and any bankruptcy in the last five years.
Any covenant that lets an outside party take operational control, and what triggers it.

If no:No debts or obligations to foreign persons. Check your lenders’ ownership too: a foreign-controlled U.S. lender makes this a Yes.

If not sure:Identify who owns or controls each lender, guarantor and note holder.

7During your organization’s last fiscal year, did it derive: a. 5 percent or more of its total revenue, net income, tuition, gifts, or endowments from any single foreign person? b. In the aggregate, 15 percent or more of its revenue, net income, gifts, tuition, or endowments from foreign persons?

5% single · 15% total Measured over the last fiscal year. Academic institutions include foreign tuition, gifts and endowments.

Yes No Not sure

If yes:Question 7: foreign revenue.

The overall share of income from foreign sources, by source: name, citizenship, address, country, nature of involvement and the products or services.
Each single foreign source of 5% or more of revenue or net income.
Academic institutions: foreign gifts and endowments for the academic year, in total and by country and recipient school, with their purpose.

If no:Question 7 is “Any response”: still give your foreign income share. The instructions ask for the overall percentage of income from foreign sources whatever the answer.

If not sure:Have finance calculate last fiscal year’s foreign share, by single source and in total.

8Does any individual(s) holding management positions within your organization hold positions with, or serve as consultants or representatives for any foreign person(s)?

Your managers’ foreign roles The reverse of question 3: your own officers, directors and managers (including the FSO and ITPSO) holding roles with, consulting for, or representing a foreign person.

Yes No Not sure

If yes:Question 8: managers’ foreign affiliations.

Each person’s name, title with the company, citizenship, immigration status, and clearance or exclusion status.
Each foreign person they serve, by name and address, and in what capacity.
Length of involvement, positions and responsibilities, share of their time, average visits per year, and the foreign interest’s relationship to your company.

Use the Statement of Full Disclosure of Foreign Affiliations included with the form, one per person.

If no:No managers with foreign roles.

If not sure:Ask each person in a management position about outside board seats, consulting and representation.

9Is there any information, not provided in response to previous questions on this form, indicating that a foreign person(s) could control or influence the operations or management of your organization in a manner that allows unauthorized access to U.S. government information or that may adversely affect performance of U.S. government contracts?

Anything else A catch-all for foreign control or influence the other eight questions did not capture.

Yes No Not sure

If yes:Question 9: other foreign influence.

Each foreign involvement in detail: the persons and entities, countries, methods, dates, activities and outcome, with supporting documents.

If no:Nothing further to disclose.

If not sure:Disclose rather than omit. The penalty notice covers answers that are misleading by omission.

If you answer Yes

What happens next

DCSA makes a risk-based determination of whether the company is under FOCI and what, if anything, must be done to mitigate it. A company found under FOCI is not eligible for an FCL until acceptable mitigation is in place. The facility clearance map shows where this falls in the process.

See the FOCI step →

Sources: Standard Form 328, Rev. 7/2026 (updated 2026-07-08), with its instructions and definitions, OMB No. 0704-0579; DCSA: Foreign Ownership, Control or Influence; 32 CFR §117.11; 31 CFR 800.224; DCSA’s Updated SF 328 Industry Information Paper (May 2025), SF 328 job aid and FCL Orientation Handbook (July 2026). The job aid and handbook still show the May 2025 form; the questions here are from Rev. 7/2026. Not legal advice.