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Company Name Change Contract Amendment

Company Name Change Contract Amendment Template for Germany

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Key Requirements PROMPT example:

Company Name Change Contract Amendment

I need a Company Name Change Contract Amendment to document our German GmbH's name change from 'TechSolutions GmbH' to 'InnovateCore GmbH', effective March 1, 2025, with special attention to updating our existing software licensing agreements with multiple international clients.

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Document background
The Company Name Change Contract Amendment is essential when a company operating under German law undergoes a legal name change while maintaining existing contractual relationships. This document is typically required following corporate restructuring, rebranding initiatives, mergers, acquisitions, or strategic business changes that necessitate a company name modification. It ensures compliance with German corporate law requirements, particularly the German Commercial Code (HGB) and Commercial Register regulations, while maintaining business continuity. The amendment formally documents the name change, specifies the effective date, and confirms that all original contract terms remain binding under the new company name. It includes necessary legal declarations, implementation procedures, and may reference corporate resolutions and Commercial Register entries supporting the name change.
Suggested Sections

1. Parties: Identification of the contracting parties using their current legal names

2. Background: Reference to the original agreement(s), reason for name change, and confirmation that this is an amendment to existing agreements

3. Definitions: Define key terms including 'Original Agreement', 'Effective Date', 'New Name', and 'Old Name'

4. Name Change: Formal declaration of the name change, specifying the exact new company name and effective date

5. Continuation of Original Agreement: Confirmation that all terms and conditions of the original agreement remain in full force and effect

6. Implementation: Practical steps for implementing the name change, including updating documentation and notifications

7. Representations and Warranties: Company's confirmation of authority to make the change and compliance with all legal requirements

8. Governing Law: Confirmation of German law as governing law and jurisdiction

9. Execution: Signature blocks for authorized representatives

Optional Sections

1. Third Party Notifications: Include when specific third parties need to be notified of the name change with defined procedures

2. Intellectual Property: Include when there are specific trademark or brand-related implications of the name change

3. Costs and Expenses: Include when there are specific arrangements for bearing the costs of the name change

4. Transition Period: Include when a phased implementation of the name change is required

5. Related Entity Updates: Include when the company has subsidiaries or affiliates affected by the name change

Suggested Schedules

1. Schedule 1 - Original Agreement: Copy or reference to the original agreement being amended

2. Schedule 2 - Corporate Resolution: Copy of the corporate resolution authorizing the name change

3. Schedule 3 - Commercial Register Extract: New Commercial Register extract (Handelsregisterauszug) showing the name change

4. Appendix A - Affected Documents List: List of all agreements and documents requiring amendment due to the name change

5. Appendix B - Timeline: Implementation timeline for the name change across different business areas

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Professional Services

Energy

Transportation

Real Estate

Construction

Telecommunications

Media and Entertainment

Agriculture

Education

Non-profit Organizations

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Corporate Communications

Brand Management

Administration

Operations

Risk Management

Business Development

Contract Management

Relevant Roles

Legal Counsel

Corporate Secretary

Chief Legal Officer

Managing Director

CEO

Compliance Officer

Contract Manager

Business Development Manager

Chief Financial Officer

Corporate Communications Director

Brand Manager

Administrative Manager

Risk Manager

Company Secretary

Operations Director

Industries
German Commercial Code (Handelsgesetzbuch - HGB): Sections 17-19 HGB govern company name requirements and regulations for commercial enterprises, including provisions for name changes and continued liability under the old name
Limited Liability Companies Act (GmbH-Gesetz): If the company is a GmbH, Sections 3 and 4 GmbHG regulate company names and changes thereof, including registration requirements
German Civil Code (Bürgerliches Gesetzbuch - BGB): Sections 705-740 BGB contain general provisions about corporate entities and contractual obligations relevant to name changes
Commercial Register Ordinance (Handelsregisterverordnung - HRV): Regulates the formal requirements for registering company name changes in the Commercial Register (Handelsregister)
German Trademark Act (Markengesetz - MarkenG): Relevant for checking whether the new company name potentially infringes existing trademark rights
German Tax Code (Abgabenordnung - AO): Sections 137-139 AO govern notification requirements to tax authorities regarding company changes, including name changes
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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