Name Changes & Novations Modify GSA Schedules
With the increase in the capital gains tax that went into effect as of January 1st, we’ve seen an increase in mergers and acquisitions in the GSA contracting space, largely taking place during the latter part of 2012. Has your company recently changed its name? Or have you had a merger or sale that has resulted in a different business entity taking over your GSA contract? If so, you’ll want to do a GSA modification as soon as possible. Without a GSA contract modification, changes in name or ownership can cause confusion in government systems and can sometimes result in payment issues.
The first thing to determine is if you need to do a Change-of-Name Modification or a Novation Modification. A Change-of-Name is a much easier process and occurs when there’s only been a change to the contractor’s name but there’s been no change to the DUNS number, Tax Identification Number or any contractual rights or obligations. A Novation applies when a transfer of the contractor’s assets has occurred, or a transfer of the entire portion of assets involved in the performance of the contract. Upon approval, the Novation recognizes the transfer of assets and recognizes a third-party as the successor of the Government contract.
For a Name Change modification, the documents required per FAR 42.1205 are the Executed Change-of-Name Agreement, the authenticated copy of the document from the State/Commonwealth affecting the name change, an attorney opinion letter, and details on any current Government contracts with work ongoing or unpaid balances. The list of contracts is needed because GSA is required to notify all Government customers of the name change. Before submitting this modification, you’ll also need to make sure your D&B registration is updated with the new name, as well as your SAM entry.
A Novation Modification is more involved. The required documents, per FAR 42.1204, include but are not limited to, the Executed Novation Agreement, Asset Purchase Agreement, Bill of Sale/Certificate of Merger, details of current Government contracts, attorney opinion letters, Articles of Incorporation, Board Resolutions, Stockholder Meeting Minutes, Balance Sheets before and after the transfer, and evidence of capability to perform. Like with a name change, you’ll also need to make sure your D&B registration is updated with the new name, as well as your SAM entry. If you’ve had a transfer that requires a Novation, I recommend getting started on the process as soon as possible after the transfer. The process requires much collaboration between representatives of the transferor and transferee to gather all the needed documents.
Upon submission, these modifications go to GSA’s Legal Department for review, and the process can be lengthy for Novations. Once approved, the new contractor/company name will show on GSA documents and you’re in the clear.