Government contractor name changes, whether through a standard name change or through a restructuring, present unique regulatory hurdles. One such challenge is the preparation, submission, and execution of a change of name package with the U.S. government. While the change of name package itself is a hurdle, there are additional factors that impact its success. Below are ten questions government contractors should ask, which can make the difference between a successful or unsuccessful change of name.
Change of Name Package Documentation
When a government contractor formally changes its name, it must enter into a Change-of-Name Agreement with the government to reflect the name change on each government contract. The requirement can also be triggered following a restructuring, including through acquisitions and ownership changes. Change of name requirements appear at FAR Subpart 42.12. Even a quick glance at this regulation reveals that the government requires numerous documents to complete the change of name process. Although the requirements are more straightforward than those governing a novation, it can be easy to get caught in the weeds if you are unfamiliar with them.
Key Questions and Considerations
While the regulations identify the required documents, government contractors need to consider several other questions when preparing and submitting a successful change of name package, such as the following:
- Where should I submit the change of name package? Determining who needs to receive the package is not as easy as you would think. The regulations cover a number of different scenarios that could apply. Typically, the package should be addressed to the agency with which the contract’s highest remaining funded value is held.
- When should I submit the change of name package? Typically, the change of name package should be submitted shortly after the name change occurs.
- Should I include contract and order values? The contracting officer can request this information, so sometimes it makes sense to include it with the initial submission.
- What if I do not have a corporate seal? The contracting officer can waive the requirement or require the concern to purchase a seal.
- When should I update my SAM profile? Given government-side processes, updating SAM generally should occur when the government gives the green light.
- When should I begin preparing the change of name package? Starting early is critical.
- Will the government accept electronic signatures? Whether the government accepts electronic signatures changes depending on the contracting officer, and many require wet-ink signatures.
- How are proposal submissions handled when the change of name remains pending? And how should corresponding awards made during this transition period be dealt with? There are a few options available for parties to bridge this gap.
- How long will it take the government to approve the change of name? Some name changes take weeks to process, while some can take months or years, depending on the number of contracts / orders affected.
- What if the government requests a novation package instead? Communication is key. Sometimes talking through why the change of name package is the right procedure can resolve the request.
Attorneys in PilieroMazza’s Business & Transactions and Government Contracts practice groups are uniquely qualified to answer these questions and assist with the change of name process from start to finish. This includes filing the necessary state documents to effect a name change. It also includes restructurings, structuring a deal, drafting the acquisition documents, putting together a change of name package, and the various other ancillary matters that arise during a government contractor change of name and / or restructuring. PilieroMazza has streamlined procedures for efficiently preparing and submitting a change of name package, which reduces the risk of delay or disrupted business operations.
If you have questions regarding name changes or need assistance with preparing a change of name package, please contact Timothy Valley, the author of this blog, or a member of PilieroMazza’s Government Contracts Group.