TheCorporateCounsel.net

If you’ve ever been involved in changing a company name, you know what a hassle it can be. In addition to all the state law filings you’ll need to make, there’s a bunch of other stuff you’ll need to update.  If you work for a financial institution, you’ll also have to put up with snide comments from your friends because the company likely will have changed its name from something very respectable (if a bit stodgy) to something that sounds like it should be the name of a new prescription drug for toe fungus.

Public companies changing their names have to deal with all of this and also sort out what they need to do with the SEC to properly address the name change.  That’s where this recent Perkins Coie blog can be quite helpful. It identifies seven things that public companies need to do when changing their name, including the actions they need to take with the SEC.  This excerpt addresses what you’ll need to do to update the company’s information on EDGAR:

While easy to overlook, you’ll need to change the company’s name on the SEC’s EDGAR database. You need to go to the SEC’s “Maintain and update company information” page and jump down to the “Editing company information” section and follow the detailed steps to make the address change.

You’ll make the request for this online through the EDGAR Filing Website or the OnlineForms Management Website. Your company name change must be reviewed and approved by the SEC’s EDGAR Staff, which can take a few days. So, bake that into your timeline.

Once accepted by the SEC staff, the updated name won’t appear on EDGAR until you make your first filing subsequent to that. After you do make that first subsequent filing, when people search EDGAR using your old name, the new name will pop up.

Note that your old company name will show up at the top of your company’s filing history on EDGAR after the name changes. For example, see the two former names listed beneath this company’s name on its EDGAR page.

Other SEC-related issues associated with a name change that are addressed by the blog include whether the company will need to file a preliminary proxy statement if it needs shareholder approval for the name change, the need to update the cover page of future filings to reflect any change in a CUSIP number or trading symbol, and 8-K and exhibit filings triggered by the name change.

– John Jenkins