Overview
FAR 42.1205 establishes the formal procedure and documentation requirements for a contractor to update its legal name on government contracts when its underlying rights and obligations remain unchanged. It provides a standardized framework, including a suggested agreement format, to ensure all active contracts and purchase orders are accurately updated to reflect the contractor's new identity.
Key Rules
- Applicability: This process applies only when a name change occurs and the Government’s and contractor’s rights and obligations are completely unaffected.
- Submission Requirements: The contractor must provide the responsible Administrative Contracting Officer (ACO) with:
- Three signed copies of the Change-of-Name Agreement.
- An authenticated document from the State of jurisdiction effecting the name change.
- A legal counsel opinion verifying the change was legal and specifying the effective date.
- A comprehensive list of all affected, unsettled contracts and purchase orders, including contract numbers, types, and the addresses of the relevant contracting offices.
- Agreement Format: The regulation provides a mandatory-style template that includes specific representations that the change is for name only and that documentary evidence has been provided.
- Corporate Validation: The agreement must be accompanied by a certificate signed by the Corporate Secretary, under seal, verifying that the individual signing the agreement had the authority to do so.
Practical Implications
- Administrative Accuracy: Contractors must maintain a meticulous "Exhibit A" list of all open government contracts; failure to include a contract in the agreement may lead to payment delays or administrative confusion at the individual program level.
- Distinction from Novation: This process is significantly less complex than a Novation Agreement (FAR 42.1204) because it does not involve the transfer of assets or a change in the legal entity's tax ID or organizational structure.
- Legal Scrutiny: Because a legal opinion is required, contractors must engage their legal department or outside counsel early in the process to ensure the effective date in the agreement matches state filings.