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.
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.
For: “The Lawyers & Jurists”