Legal firm name and name change
It is important that use of the firm name is consistent across State systems. Use of different names will create inconsistencies, which may result in disqualification during a contract procurement. The following information is not intended to provide legal advice or to substitute for the advice of an attorney. If you have specific legal questions, consult an attorney.
The Legal Firm Entity Name is located on the Certificate of Formation received from the Texas Secretary of State. For more information, watch the video Filing Your Business.
The Business Structure Entity Type can also be found on the Certificate of Formation received from the Texas Secretary of State. For more information, please visit Selecting a Business Structure, and watch the video Filing Your Business.
Name change
According to TxDOT's Negotiated Contracts Policy Manual, a name change occurs when a provider changes its name, but not its legalidentity. An individual may change their name through marriage or a courtorder, for example. If a provider changes its name, it must submitdocumentation showing that the name change has been legally implemented. Formost business entities, this will involve changing the name legally through theSecretary of State.
Assignments
According to TxDOT's Negotiated Contracts Policy Manual, anassignment occurs when a new provider replaces the original provider. This mayresult from a sale of underlying assets of the original provider or from achange in the original provider's legal identity because of a change ofbusiness form, as from a corporation to a partnership. Only TxDOT, by writtenconsent, may authorize assignment. Therefore, the Assignment form must have thesignature of an authorizedrepresentative of the original provider, of an authorized representative of thenew provider (who may in some cases be the same person), and of the authorizedTxDOT representative.
Assumed name or DBA
An assumed name, also known as Doing Business As (DBA), is NOT the legal firm name. According to Texas Secretary of State Name Filings FAQs, “By filing an assumed name certificate, you are notifying the public that a particular business entity intends to conduct business under a name other than its legal name.” However, the legal firm name must be used for State systems including PEPS systems and procurements. Do NOT use an assumed name or DBA for State systems including PEPS systems and procurements.
Best practices
The name used by a firm in their response to a request for proposals and throughout the procurement process, needs to be consistent across all PEPS systems including Administrative Qualifications, the Consultant Certification Information System, and the Professional Services – Contract Administration Management System. Perform a quality control review to verify firm names are consistent across all State systems, including PEPS systems, prior to submitting a response to the request for proposals. If a prime firm and subprovider firm are selected for a contract, the contract must be executed using the same firm names that were in the proposal.
Timing
Timing is critical because a change during a procurement cycle may result in a firm being disqualified.If a firm has submitted a proposal for acurrent wave, the firm must wait until selection is complete before initiatinga name change.
If a firmhas been selected for a contract, follow the steps in the next section below.Coordination with the Support Services Center is critical since the contractmust be executed using the same firm name(s) that were in the proposal.
If a firm hasnot been selected for a contract, proceed with a name change before the nextwave cycle begins. As soon as the selection notices are posted, follow the stepsin the next section below prior to the next procurement wave.
Next steps for name changes or assignments
A prime firm must make updates with a name change orassignment by contacting these three PEPS offices at the same time. Important:include the status of all open procurements, pending contracts, and existingcontracts since that may impact the timing of the updates.
- Administrative Qualifications: peps_admin_quals@txdot.gov
- Consultant Certification Information System for Precertifications: peps_ccis_precert@txdot.gov
- Support Services Center (SSC): peps_ssc_firmchange@txdot.gov
The SSC will coordinate with other offices within TxDOT such as:
- PEPS Invoice Center
- PEPS Professional Services – Contract Administration Management System
- PeopleSoft with Financial Management Services Division – at the award stage
- Contract Services Division
A subprovider firm must work with the prime firm who willcoordinate with the appropriate service center to make updates to theircontract.
Confidentiality
A firm considering a name change but needing confidentialitymay request a meeting to discuss the process by emailing peps_coe_process@txdot.gov or peps_admin_quals@txdot.gov.
New to TxDOT and upcoming procurements?
Viewthe following pages and complete all the required steps before the nextprocurement wave.