Legal Opinion regarding change of name of COMPANY 1 to COMPANY 2.

Mr. Z

Address….

Dear Sir,

RE:     Legal Opinion regarding change of name of COMPANY 1 to COMPANY 2.

We refer to your letter no. ……………. dated February 07, 2007 on the above subject.

From perusal of your letter, it is appears that Bank 1 (“BANK 1”) had executed Travelex Network Services Agreement dated 02.11.2006 with COMPANY 1, UK (“the Agreement”).

Now BANK 1 has been informed by Mr. X, General Counsel vide his letter dated 25.01.2006 that the name of the company has been changed from COMPANY 1to COMPANY 2. In this connection, Mr. Cowling had provided the following papers to the Bank:

1.      CertBank 1ate of Incorporation on Change of Name issued by the registrar of Companies for England and Wales dated 31 October 2006.

2.      Written Resolution of COMPANY 1Dated 19 October 2006 regarding the change of name to “COMPANY 2”.

3.      Memorandum and Articles of Association of COMPANY 2.

In these circumstances, you have sought our legal opinion as to whether it will be in order for the Bank to continue remittance business through COMPANY 2, on the basis of the existing agreement with COMPANY 1dated 02.11.2006.

OUR OPINION:

We have perused the documents, related to the change of name of COMPANY 1to COMPANY 2, sent by Mr. Cowling to the Bank. The said documents appear to be in order; the procedures required for effecting the change of name appears to have been complied with by COMPANY 1.

Under law, change of name by a company does not affect any rights or obligations of the company or render defective any agreement executed before the change of name took place. As such COMPANY 2 shall be bound by the Agreement, even though the Agreement was made under its previous name of COMPANY 1.

However, as the Agreement is a remittance agreement, BANK 1 should seek necessary permission from BANK  2. BANK 1 should inform BANK 2that COMPANY 1 has changed its name to COMPANY 2 and ask BANK  2’s permission as to whether BANK 1 could continue remittance business through COMPANY 2, on the basis of the Agreement which was made with COMPANY 1.  In this regard BANK 1 should submit to BANK  2 the documents, related to the change of name, which were sent by Mr. Cowling to BANK 1. If BANK 2 gives their permission then BANK 1 could continue remittance business based on the existing Agreement. But if BANK 2 refuses to give their permission then BANK 1 shall have to make a fresh agreement with COMPANY 2 and then seek necessary permission from BANK  2.

If you have any further inquiries, please do not hesitate to contact us.

Thanking you.

Yours truly,

………………….

For: “The Lawyers & Jurists”

Disclaimer:

The information contains in this web-site is prepared for educational purpose. This site may be used by the students, faculties, independent learners and the learned advocates of all over the world. Researchers all over the world have the access to upload their writes up in this site. In consideration of the people’s participation in the Web Page, the individual, group, organization, business, spectator, or other, does hereby release and forever discharge the Lawyers & Jurists, and its officers, board, and employees, jointly and severally from any and all actions, causes of actions, claims and demands for, upon or by reason of any damage, loss or injury, which hereafter may be sustained by participating their work in the Web Page. This release extends and applies to, and also covers and includes, all unknown, unforeseen, unanticipated and unsuspected injuries, damages, loss and liability and the consequences thereof, as well as those now disclosed and known to exist.  The provisions of any state’s law providing substance that releases shall not extend to claims, demands, injuries, or damages which are known or unsuspected to exist at this time, to the person executing such release, are hereby expressly waived. However the Lawyers & Jurists makes no warranty expressed or implied or assumes any legal liability or responsibility for the accuracy, completeness or usefulness of any information, apparatus, product or process disclosed or represents that its use would not infringe privately owned rights. Reference herein to any specific commercial product process or service by trade name, trade mark, manufacturer or otherwise, does not necessarily constitute or imply its endorsement, recommendation or favouring by the Lawyers & Jurists. The views and opinions of the authors expressed in the Web site do not necessarily state or reflect those of the Lawyers & Jurists. Above all, if there is any complaint drop by any independent user to the admin for any contents of this site, the Lawyers & Jurists would remove this immediately from its site.