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Company Name Change Contract Amendment Template for Hong Kong

A formal legal document governed by Hong Kong law that amends existing contractual agreements to reflect a company's change of name. This document serves as an addendum to existing contracts, ensuring legal continuity while implementing the name change. It includes references to the Hong Kong Companies Registry requirements, maintains the validity of original agreements, and provides necessary documentation of the name change for all contractual relationships. The document addresses both the legal requirements under Hong Kong corporate law and practical considerations for business continuity.

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What is a Company Name Change Contract Amendment?

The Company Name Change Contract Amendment is a crucial legal document used when a company registered in Hong Kong undergoes a formal name change but wishes to maintain its existing contractual relationships. This document becomes necessary after receiving approval from the Hong Kong Companies Registry for the name change and needs to be implemented across all contractual relationships. It serves multiple purposes: documenting the name change, ensuring legal continuity of existing contracts, and providing formal notification to contractual counterparties. The amendment typically follows specific requirements under Hong Kong law, including references to the Companies Ordinance (Cap. 622) and relevant regulations. It's particularly important during corporate restructuring, rebranding exercises, or following mergers and acquisitions where a company's name changes but its legal identity and obligations remain the same.

What sections should be included in a Company Name Change Contract Amendment?

1. Parties: Identification of the contracting parties, including the company changing its name (under both old and new names) and the counterparty

2. Background: Context explaining the original agreement, the reason for name change, and confirmation of the formal approval of the name change by the Hong Kong Companies Registry

3. Definitions: Key terms used in the amendment, including 'Original Agreement', 'Effective Date', 'Old Name', and 'New Name'

4. Name Change Declaration: Formal statement of the company name change and its effective date

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

6. References to Company Name: Statement that all references to the old company name in the original agreement shall be read as references to the new company name

7. Governing Law: Confirmation that the amendment is governed by Hong Kong law

8. Execution: Signature blocks for all parties

What sections are optional to include in a Company Name Change Contract Amendment?

1. Third Party Consents: Section confirming any required third-party consents have been obtained, used when the original agreement requires consent for amendments

2. Costs and Expenses: Allocation of costs related to the name change and amendment documentation, used when there are significant costs to be addressed

3. Notifications: Specific requirements for notifying other parties or authorities about the name change, used when there are multiple stakeholders to inform

4. Transitional Provisions: Provisions dealing with the transition period between old and new names, used when there's a phased implementation of the name change

What schedules should be included in a Company Name Change Contract Amendment?

1. Schedule 1 - Original Agreement Details: List of all agreements being amended, including dates and parties

2. Schedule 2 - Certificate of Change of Name: Copy of the Certificate of Change of Name issued by the Hong Kong Companies Registry

3. Schedule 3 - Board Resolution: Copy of the board resolution approving the company name change

4. Appendix A - Affected Documents: List of specific documents, forms, or materials that need to be updated with the new company name

Authors

Alex Denne

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

Jurisdiction

Hong Kong

Publisher

Ƶ

Cost

Free to use

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Company Name Change Contract Amendment

A Hong Kong law-governed amendment document that formally updates existing contracts to reflect a company's new name while maintaining all other terms and conditions.

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