Novation and Change of Name

Novation and Change of Name Agreements, as outlined in FAR 42.12, describe the procedures necessary to request that the government recognize a name change or a successor in interest to a contract (Novation). If a GSA Schedule contractor legally changes their name, or the contractor’s assets are transferred to another entity, the contractor must notify the responsible government Contracting Officer immediately using the following procedures. A contract modification cannot be issued to recognize a Novation or Change-of-Name Agreement without submission of the required information.

Determining the agency responsible for executing your Novation or Change-of-Name:

1. If the transferor has contracts (not task/purchase orders issued under the GSA Schedule) with other government agencies in addition to the GSA Schedule contract, the agency responsible for processing the Novation or Change-of-Name Agreement modification is the agency with the largest unsettled (unbilled plus billed but unpaid) dollar balance of contract obligations.

1. If the largest unsettled dollar balance is from task/purchase orders utilizing a GSA Schedule contract, GSA is the agency responsible for processing the Novation or Change-of-Name Agreement modification.

1. If the transferor has multiple GSA Schedule contracts, the Contracting Officer for the specific GSA Schedule contract with the largest unsettled task order dollar balance is the contracting officer responsible for processing the Novation or Change-of-Name Agreement modification.

1. When a Novation or Change-of-Name Agreement has been processed by another government agency or a different GSA office and needs to be recognized for a GSA Schedule contract, submit the following:

• • A request to recognize the Novation or Change-of-Name Agreement modification processed by the other agency/GSA office.
  • A copy of the SF-30 signed by the responsible contracting officer.
  • A copy of the Novation or Change-of-Name Agreement signed by the responsible contracting officer.

  Which is Appropriate: A Novation Agreement or a Change of Name Agreement?

  A Change-of-Name Agreement applies when:

  • Only a change in the contractor’s name is involved
  • Contractual rights and obligations remain unaffected

  A Change-of-Name Agreement is needed to:

  • Recognize a legal change of the business name
  • Recognize a legal change of the “Doing Business As” name, even if the legal business name remains unchanged

  A Novation Agreement applies when:

  • Transfer of all of the contractor’s assets has occurred
  • Transfer of the entire portion of assets involved in the performance of the contract has occurred

  A Novation Agreement is needed to:

  • Recognize a third party as the successor in interest to the government contract
  • Recognize the transfer of the related assets

  A Novation Agreement is not needed when:

  • There is a change of ownership due to a stock purchase
  • There is no legal change in the contracting party
  • The contracting party remains in control of assets and is the party performing the contract