42.1205 Agreement to recognize contractor’s change of name
Source: FAR 42.1205 on acquisition.gov
Contractors must formally notify and document any legal name change to ensure all government contracts remain valid and enforceable under the new name.
Overview
FAR 42.1205 outlines the procedures and requirements for recognizing a contractor’s change of name when the contractor’s legal entity remains the same and only the name changes. The regulation ensures that the Government’s and contractor’s rights and obligations under existing contracts remain unaffected by the name change, and provides a standardized process for documenting and formalizing the change through a Change-of-Name Agreement.
Key Rules
- Documentation Submission
- The contractor must submit three signed copies of the Change-of-Name Agreement to the responsible contracting officer, along with authenticated documentation of the name change, a legal opinion confirming the validity of the change, and a list of all unsettled contracts and purchase orders affected by the change.
- Agreement Format
- FAR provides a suggested format for the Change-of-Name Agreement, which can be adapted as needed. The agreement amends all affected contracts to reflect the new name and confirms that all rights and obligations remain unchanged.
Responsibilities
- Contracting Officers: Must review submitted documentation, ensure the agreement is properly executed, and update contract records to reflect the new contractor name.
- Contractors: Must provide all required documentation and ensure the name change is properly effected under state law.
- Agencies: Oversee compliance and maintain accurate contract records.
Practical Implications
- This section exists to maintain continuity and clarity in contractual relationships when a contractor changes its name. It prevents confusion or disputes over contract performance and payment. Common pitfalls include incomplete documentation or failure to notify all affected contracting offices, which can delay recognition of the name change and disrupt contract administration.
(a) If only a change of the contractor’s name is involved and the Government’s and contractor’s rights and obligations remain unaffected, the parties shall execute an agreement to reflect the name change. The contractor shall forward to the responsible contracting officer three signed copies of the Change-of-Name Agreement, and one copy each of the following:
(1) The document effecting the name change, authenticated by a proper official of the State having jurisdiction.
(2) The opinion of the contractor’s legal counsel stating that the change of name was properly effected under applicable law and showing the effective date.
(3) A list of all affected contracts and purchase orders remaining unsettled between the contractor and the Government, showing for each the contract number and type, and name and address of the contracting office. The contracting officer may request the total dollar value as amended and the remaining unpaid balance for each contract.
(b) The following suggested format for an agreement may be adapted for specific cases:
Change-of-Name Agreement
The ABC Corporation (Contractor), a corporation duly organized and existing under the laws of __________ [insert State], and the United States of America (Government), enter into this Agreement as of __________ [insert date when the change of name became effective under applicable State law].
(a) The parties agree to the following facts:
(1) The Government, represented by various Contracting Officers of the _______________ [insert name(s) of agency(ies)], has entered into certain contracts and purchase orders with the XYZ Corporation, namely: ____________ [insert contract or purchase order identifications]; [or delete "namely" and insert "as shown in the attached list marked "Exhibit A" and incorporated in this Agreement by reference."]. The term "the contracts," as used in this Agreement, means the above contracts and purchase orders and all other contracts and purchase orders, including all modifications, made by the Government and the Contractor before the effective date of this Agreement (whether or not performance and payment have been completed and releases executed if the Government or the Contractor has any remaining rights, duties, or obligations under these contracts and purchase orders).
(2) The XYZ Corporation, by an amendment to its certificate of incorporation, dated _________ 20___, has changed its corporate name to ABC Corporation.
(3) This amendment accomplishes a change of corporate name only and all rights and obligations of the Government and of the Contractor under the contracts are unaffected by this change.
(4) Documentary evidence of this change of corporate name has been filed with the Government.
(b) In consideration of these facts, the parties agree that-
(1) The contracts covered by this Agreement are amended by substituting the name "ABC Corporation" for the name "XYZ Corporation" wherever it appears in the contracts; and
(2) Each party has executed this Agreement as of the day and year first above written.
United States of America,
By _______________________________________________
Title _____________________________________________
ABC Corporation,
By _______________________________________________
Title _____________________________________________
[Corporate Seal]
Certificate
I, ___________, certify that I am the Secretary of ABC Corporation; that ___________, who signed this Agreement for this corporation, was then _____________ of this corporation; and that this Agreement was duly signed for and on behalf of this corporation by authority of its governing body and within the scope of its corporate powers. Witness my hand and the seal of this corporation this ________ day of ____________ 20___.
By _______________________________________________
[Corporate Seal]