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Er. R Verma (Tech legal Cosultant)     15 May 2011

Change in mane of a Pvt. Ltd. Co

An agreement has been entered into by a Pvt. Ltd. Company and the Government for supply of security services. The agrrment does not have a clause that the respective liabilities can be assigned further or to authorised representatives, successors etc.

Now the Company has changed its name and obtained a certificate from Registrar of Companies. Is the existing agreement still valid. If so, why? If not, why noy and waht is the way forward?



 6 Replies

adv. rajeev ( rajoo ) (practicing advocate)     15 May 2011

Change of name of the co., does not invalidate the agreement., because name only changed.  It is the duty of the co., to inform the same to the Govt.,

Er. R Verma (Tech legal Cosultant)     15 May 2011

thanks. But should not the original agreement have had expressions like:

this agreement is between A & B which includes their respective sucessors, assignees and authorised signatories. Does absence of this provision have any effect when only the name changes and the Co. (now C) does inform the Govt. Should an undertaking be taken that this Co. (C) will abide by all the provisions of the contract entered into by the earlier co. whose name stands changed now to C.

H.L.Shankaranarayana Rao (Advocate)     16 May 2011

I have seen your questions and the reply from Mr. Rajeev.  A company registered under the companies Act is a juristic person.  Change in the name of the company does not alter its position as it is the similar to your changing your name.  All the assets and liabilities, rights and obligations continue to be operative even after the change of name.  What you have said in your question about mentioning "susccessors, assigns, etc" would come in only when there is a change in the constituion of the company, i.e., change of control by acquisition of shares.   Had the situation/laws been that a person will have no rights and obligations or assets and liabilities when once he changes his name, then there would have been chaos and I am sure that lot number of people would have resorted to that.  So, whether there is any mention or not in the agreement, the company, with the change in the name also, is bound by the rights and obligations mentioned in the agreement.  It is obligatory on the part of the company to keep the Government who is a party to the agreement informed of the change in name, just as you inform about the change in address.

Arun Bhatia (Proprietor)     16 May 2011

I fully agree with the views expressed by Sh H.L Shankaranarayana. The just have to give a public notice about its change of name and also to inform the government departments. More than that there is nothing to be done on the part of the company. The change of name doesnot in any way effect the assets and liabilities of the the company or the contracts it has entered into with the earlier name.

Er. R Verma (Tech legal Cosultant)     16 May 2011

Thanks everybody. You all have helped clear up the cobwebs in my mind.

Murali (Advocate and Corporate Consultant)     16 May 2011

Dear Sir,

Change of name of a private limited company does not alter the scope of the agreements already enterred in to by it with others.


Murali Krishna W

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