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14906 posts

Uber Geek
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# 175241 22-Jun-2015 19:05
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I've got a company that owes me some money. However I have noticed that they have changed their companies name with the companies office, but that is all that appears to have changed. It still appears to be the same company, it has just had a new certificate of incorporation certificate issued for the new name. When ding a search for the old company it comes up with the new companies name, with 'formally xyz' after it.  Does changing the companies name void any liability they may have? The way I understand it, it is still the same company, just under a different name so the debt still exists. Does anyone with more knowledge know anything on liabilities with company name changes?

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856 posts

Ultimate Geek
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  # 1329476 22-Jun-2015 19:36
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Company name changes shouldn't change any liabilities, otherwise Spark when they changed from Telecom New Zealand Ltd would've had a big financial win during that quarter, and everyone would be doing it ;)

What I believe you have to look out for, is when the Companies Office make moves to strike off businesses from the registrar completely, in which case I think you need to petition that it shouldn't be as there are outstanding liabilities.

Usual disclaimer: IANAL, you really should speak to a lawyer, and best of luck.


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  # 1329477 22-Jun-2015 19:36
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Nope, a change of company name does not affect pre-name change debts. Companies Act section 23(4)(b).


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  # 1329558 22-Jun-2015 21:38
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I don't know about money, but a national glazing firm that did some work for us refused point blank to address some issues later, claiming that we needed to take it up with the preceding franchisee who had sold the business (which still traded as "XXXXXX Windows").

In the end we just gave up - for all we knew the guy that sold the company was dead, moved to Costa Brava, in prison or whatever - tracking down a man who may well no longer even sell windows and maybe overseas etc was just too much hassle and I have no idea whether the 'new' company could legally avoid the liabilities. Natural justice would suggest not but I've learned not to rely on that here!

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  # 1329560 22-Jun-2015 21:40
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If they have the same company number...then they are the same entity, a name change means nothing.  

Always be yourself, unless you can be Batman, then always be the Batman

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  # 1329567 22-Jun-2015 21:49
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Thanks for everyone help, it has given me clarity.

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