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Change in name of company

Khushboo Maheshwari (Company Secretary) (548 Points)

16 May 2012

We are a construction company and one of our contractors' (A limited company) has changed its name and submitted revised certificate of ROC to us. Now do we need to amend the contract we have entered into with that company or not? Also what other documents and changes should be done as a precautionary meausure by us

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5 Replies

Aditya Soni (CS Final Student Trainee) (727 Points)
Replied 16 May 2012

Dear khushboo,

As you told that the contractor has already submitted revised certificate of ROC to you, in this case, you will have to make amendments relating this. following is the example.

CHANGE-OF-NAME AGREEMENT

The ABC CORPORATION (Contractor), a corporation duly organized and existing under the laws of ___ [insert State], and the ----------------------------------(Your comp. name), 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:

The XYZ CORPORATION, by an amendment to its certificate of incorporation, dated ____, 20_, has changed its corporate name to ABC CORPORATION.

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.

Documentary evidence of this change of corporate name has been filed with the ROC.

IN CONSIDERATION OF THESE FACTS, THE PARTIES AGREE THAT—

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

Each party has executed this Agreement as of the day and year first above written.

By____________________
Title____________________

ABC CORPORATION,

By____________________
Title____________________

[CORPORATE SEAL]

A certificate:

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]

Regards,

Aditya.

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prakash (Company Secretary) (1352 Points)
Replied 17 May 2012

Not required to ament contract, as per section 23 (3) The change of name shall not effect any rights or obligations of the company, or render defective any legal proceedings by or against it; and any legal proceedings which might have been continued or commenced by or aginst the company by its former name may be continued by or against the company by its new name.

prakash (Company Secretary) (1352 Points)
Replied 17 May 2012

Not required to amend contract, as per section 23 (3) The change of name shall not effect any rights or obligations of the company, or render defective any legal proceedings by or against it; and any legal proceedings which might have been continued or commenced by or aginst the company by its former name may be continued by or against the company by its new name.

Aditya Soni (CS Final Student Trainee) (727 Points)
Replied 17 May 2012

Originally posted by : prakash
	Not required to amend contract, as per section 23 (3) The change of name shall not effect any rights or obligations of the company, or render defective any legal proceedings by or against it; and any legal proceedings which might have been continued or commenced by or aginst the company by its former name may be continued by or against the company by its new name.

Dear Mr Prakash,

I agree with you but, there would be an agreement between the parties for the change of name for the contracts and the example given by me states the same.

Regards,

Aditya.