FAR 42.1205—Agreement to recognize contractor’s change of name.
Plain-English Summary
FAR 42.1205 addresses the formal process for recognizing a contractor’s change of name when the change affects only the contractor’s name and does not alter the Government’s or contractor’s rights and obligations. It explains when the parties must execute a Change-of-Name Agreement, what the contractor must submit to the responsible contracting officer, and what supporting documentation must accompany the request, including the state-authenticated name-change instrument, legal counsel’s opinion, and a list of unsettled contracts and purchase orders. The section also provides a suggested agreement format that agencies may adapt, including the factual recitals, the operative clause substituting the new name for the old name across affected contracts, and a corporate certificate/signature block. In practice, this section exists to ensure the Government can continue administering existing contracts under the contractor’s new legal name without creating ambiguity about identity, enforceability, payment, or contractual obligations. It is a housekeeping but important legal step: it preserves continuity in contract records, prevents payment or novation problems, and gives the contracting officer a documented basis to update contract files and contract instruments. The section is limited to name changes only; if the transaction changes the legal entity or affects rights and obligations, a different mechanism such as novation may be required.
Key Rules
Name change only
A Change-of-Name Agreement is appropriate only when the contractor’s name changes and the Government’s and contractor’s rights and obligations remain unchanged. If the transaction does more than rename the entity, this section does not apply.
Written agreement required
The parties must execute a formal agreement reflecting the name change. The agreement is the legal instrument that updates the contract records and substitutes the new name in the affected contracts and purchase orders.
Contractor submission package
The contractor must send the responsible contracting officer three signed copies of the agreement plus supporting documents: the state-authenticated name-change document, counsel’s opinion, and a list of unsettled affected contracts and purchase orders.
Legal proof of change
The contractor must provide documentary evidence that the name change was properly effected under applicable state law, including the effective date. This confirms the change is valid and identifies when the new name became effective.
Affected contracts list
The contractor must identify all unsettled contracts and purchase orders affected by the name change, including contract number, type, and the contracting office’s name and address. The contracting officer may also ask for the amended total value and unpaid balance for each contract.
Suggested format may be adapted
FAR provides a model Change-of-Name Agreement and certificate language. Agencies may adapt the format to specific cases, but the essential substance must remain: identification of the parties, the old and new names, the effective date, and the substitution of the new name in the contracts.
No substantive contract change
The agreement must state that the change is only a change of corporate name and that all rights and obligations under the contracts remain unaffected. This protects the Government from inadvertently altering contract terms or creating a new contracting relationship.
Responsibilities
Contractor
Prepare and forward three signed copies of the Change-of-Name Agreement to the responsible contracting officer. Provide the state-authenticated document effecting the name change, legal counsel’s opinion confirming the change was properly effected and stating the effective date, and a complete list of all unsettled affected contracts and purchase orders. Ensure the agreement accurately reflects that only the name changed and that the legal entity’s rights and obligations remain the same.
Contracting Officer
Review the submission to confirm the change is only a name change and that the supporting documentation is adequate. Execute the agreement on behalf of the Government, update contract files and records, and, if needed, request the total amended contract value and remaining unpaid balance for each affected contract.
Government/Agency
Through its contracting officers, enter into the agreement when the legal requirements are met and maintain accurate contract administration records under the contractor’s new name. Ensure the change is reflected consistently across affected contracts and purchase orders.
Contractor’s Legal Counsel
Provide an opinion stating that the name change was properly effected under applicable law and identify the effective date. This opinion supports the contracting officer’s determination that the change is legally valid.
State Authority / Proper State Official
Authenticate the document that effects the name change under the law of the state with jurisdiction. This provides official evidence that the corporate name change was validly adopted and recorded.
Practical Implications
This section is mainly about administrative continuity: it lets the Government keep paying and administering contracts without interruption after a legal name change.
A common pitfall is treating a more substantial corporate transaction as a simple name change; if the legal entity changes, a novation or other action may be required instead.
Contractors should make sure the list of affected contracts is complete and includes all unsettled awards, orders, and modifications, or the Government’s records may remain inconsistent.
The effective date matters because it determines when the new name should appear in contract records and correspondence.
Contracting officers should verify that the agreement does not accidentally change substantive terms, release obligations, or create ambiguity about which entity is bound.
Official Regulatory Text
(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 ]