Change-of-Name Agreement
Also known as: Name change agreement, recognition of a change of name
What you do here: Get the government to recognize your new legal name when only the name — not the entity — changes
At a Glance
- Who signs it
- Two parties — the contractor and the government
- What it does
- Recognizes a new legal name for the same, unchanged legal entity
- Governing authority
- FAR 42.1205 (Agreement to recognize contractor's change of name)
- When you need it
- The entity is unchanged and only its name changed (no asset transfer)
- Vs. novation
- No successor in interest — same entity, so it's simpler than a novation
What It Is
A change-of-name agreement is the simpler cousin of the novation. It's used when a contractor changes only its legal name while remaining the same legal entity — no assets are transferred and no successor in interest is created; the identical company keeps performing under a new name. FAR 42.1205 provides the mechanism: the contractor submits documentation of the name change (the amended charter or certificate, board authorizations, and the like), and the responsible contracting officer executes a two-party agreement recognizing the new name. Because nothing about ownership, control, or the performing entity actually changes, a change-of-name agreement doesn't carry the eligibility and recertification stakes of a novation. But it still matters administratively: the contract records, the entity registration in SAM.gov, the Unique Entity ID account, and the payment records all have to reflect the new name, or invoices and payments can be disrupted. The key analytical step is confirming that what happened really is just a name change — if ownership or control also shifted, or assets moved to a different entity, you're in novation territory, not a change of name.
When You See It
- When a contractor rebrands or changes its legal name but stays the same legal entity.
- When a name change follows a corporate formality that doesn't transfer assets or change ownership.
- To align the contract, SAM.gov registration, and payment records with the new legal name.
- Any time only the name — not the entity, ownership, or control — has changed.
Key Features
| Feature | What It Means |
|---|---|
| Same entity, new name | A change-of-name agreement applies when the identical legal entity keeps performing and only its name has changed. |
| Two-party agreement | Only the contractor and the government sign — there's no transferor/transferee because there's no successor. |
| No recertification stakes | Because ownership and control don't change, a pure name change doesn't carry the SDVOSB eligibility risk a novation does. |
| Keep records aligned | Update the contract, SAM.gov registration, UEI, and payment records to the new name to avoid invoicing and payment disruption. |
| Confirm it's really a name change | If ownership, control, or the performing entity changed, it's a novation — not a change of name. |
The SDVOSB Angle
A change-of-name agreement is mostly administrative housekeeping for an SDVOSB, and that's good news — because ownership and control don't change, your SDVOSB eligibility isn't at risk the way it is in a novation. The two things to get right are (1) confirm the transaction is genuinely just a name change and not a disguised transfer of ownership or control (which would be a novation with recertification consequences), and (2) update everything downstream — your VetCert profile, SAM.gov registration, UEI account, and invoicing — so payments don't stall on a name mismatch. If in doubt about whether it's a name change or a novation, treat it as a novation and analyze eligibility.
How to Handle It
- Confirm the change is only to the legal name — no transfer of assets, ownership, or control.
- Assemble the name-change documentation (amended charter/certificate, board authorization) for the contracting officer.
- Execute the FAR 42.1205 two-party change-of-name agreement.
- Update your SAM.gov registration, UEI account, VetCert profile, and invoicing to the new name.
- If ownership or control actually changed, stop — treat it as a novation and analyze SDVOSB eligibility.
Watch Out For
- Treating a real transfer of ownership/control as a mere name change — that's a novation with recertification stakes.
- Failing to update SAM.gov, the UEI, and invoicing, causing payments to stall on a name mismatch.
- Forgetting to update the VetCert profile so certification records stay consistent.
- Assuming a name change needs no government action — you still need the FAR 42.1205 agreement.
Frequently Asked
What is a change-of-name agreement?
A change-of-name agreement is a two-party agreement, under FAR 42.1205, in which the government recognizes a contractor's change of legal name when only the name changes and the same legal entity keeps performing — no assets are transferred and no successor in interest is created. The contractor submits documentation of the name change and the contracting officer executes the agreement so the contract and payment records reflect the new name.
What is the difference between a change-of-name agreement and a novation?
A change-of-name agreement applies when only the contractor's legal name changes — the same entity, ownership, and control continue, so it's a simple two-party agreement with no recertification stakes. A novation applies when the contractor transfers its assets or the performing business to a successor in interest (a different legal entity), which requires a three-party agreement under FAR Subpart 42.12 and can trigger SDVOSB size and status recertification. If ownership or control changed, it's a novation, not a change of name.
Primary Sources
- FAR 42.1205 — Agreement to recognize contractor's change of name
- FAR Subpart 42.12 — Novation and Change-of-Name Agreements
Plain-English reference, not legal advice. Contract modification, options, novation, and termination rules are fact-specific, and the FAR and agency supplements are amended from time to time — always read the current FAR text, follow the notice and certification timeframes in your specific contract clauses, confirm the requirements with the contracting officer, and consult qualified counsel before relying on a modification, settlement, claim, or termination position.
Change log (1)
- LaunchedPublished the federal contract modifications, options & change management reference covering how a federal contract changes after award — the bilateral supplemental agreement and the unilateral modification (FAR 43.103), the change order under the Changes clause (FAR 52.243-1), the administrative change (FAR 43.101), the equitable adjustment and the Request for Equitable Adjustment (FAR 43.204 / 43.205), the constructive change doctrine, the options to extend the term and quantity (FAR 52.217-8, 52.217-9, and the Subpart 17.2 quantity options 52.217-6/-7), the novation and change-of-name agreements (FAR Subpart 42.12), and the terminations for convenience and default (FAR Part 49 / 52.249-2 / 52.249-8) — each with an at-a-glance quick-facts card, a when-you-see-it list, a key-features table, an SDVOSB-specific angle, a how-to-handle-it checklist, watch-outs, FAQPage, Article, Dataset, and BreadcrumbList structured data, primary-source FAR citations, and cross-links into the glossary, regulation explainers, clauses, forms, contract types, protest & dispute forums, compliance deadlines, how-to guides, FAQ, and the limitations-on-subcontracting, price-to-win, size-standard, and set-aside eligibility calculators.