2014-12-04

NPM 137-2014

Requesting Entity: Gener Cabotaje Sansaet

Issues Concern: Effect of Change in Corporate Name in the Bidder’s Qualification

 

Details

Whether a change in the corporate name of the bidder would adversely affect its qualification to join in the bidding for the procurement of certain pharmaceutical products.

[I]n Philippine First Insurance Company, Inc. v. Maria Carmen Hartigan, et al., the Supreme Court provided sufficient guidance on the matter citing unanimity of authorities that the corporate entity remains the same despite its change of name, to wit:

"A mere change in the name of a corporation, either by the legislature or by the corporators or stockholders under legislative authority, does not, generally speaking, affect the identity of the corporation, nor in any way affect the rights, privileges, or obligations previously acquired or incurred by it. Indeed, it has been said that a change of name by a corporation has no more effect upon the identity of the corporation than a change of name by a natural person has upon the identity of such person. The corporation, upon such change in its name, is in no sense a new corporation, nor the successor of the original one, but remains and continues to be the original corporation. It is the same corporation with a different name, and its character is in no respect changed. ... (6 Fletcher, Cyclopedia of the Law of Private Corporations, 224-225, citing cases.)"

From the foregoing, change in corporate name alone does not adversely affect the qualification of a corporation to join a procurement activity as the corporation remains the same juridical entity. Thus, the corporation possesses the same legal, technical and financial eligibility and capability notwithstanding the change in corporate name. Nonetheless, any doubt as to the validity of licenses, permits, or documents submitted, as part of the bidding documents, issued under the old name of the corporation, i.e. License to Operate, may be resolved during the post-qualification stage by verifying, validating and ascertaining all statements made and documents submitted by the bidder using a non-discretionary pass/fail criterion as stated in the Bidding Documents.