Company name law
According to § 17 I HGB, the company name of a merchant is the name under which he conducts his business and provides his signature. This is the name of the company and must be entered in the commercial register (Handelsregister). Traders who are not entered in the commercial register do not have a trading name. Since the beginning of this year, eGbRs which are entered in the newly created Gesellschaftsregister also have the option of using a name that is also subject to the regulations described here.
The the company name is subject to various requirements:
1. Distinctive power
A corporate name merely comprising general factual and regional designations does not possess sufficient distinctive power as a rule. This would be the case for example with the corporate name Italian Shoes KG. Therefore, inclusion of an individualising addition is always necessary, i.e. a designation which individually only identifies this one enterprise and distinguishes the corporate name from others. For example, a combination of at least two letters, a partner’s name or a fantasy designation is suitable (e.g. TVW Italian Shoes KG, Boutique Toni e.K. or Ikarus EDV GmbH).
2. Factual names, names containing a name and fantasy names
The factual corporate name contains information about the enterprise’s commercial activity or branch (e.g. ABC Software Development KG or TOPTEC Computer Sales AG).
A company name can also contain the name of the owner or one or more shareholders (legally: "name company"): For example, "Müller AG" or "Schmidt & Meier GmbH"
Fantasy names merely comprise fantasy designations (e.g. TOPEC AG; Phönix KG). These fantasy designations may also be registered trademarks.
Mixed corporate names (of names, factual and/or fantasy designations) are also admissible.
3. Using the suffix for the legal form
The corporate name must additionally contain a suffix for the legal form showing the enterprise’s liability situation. Easily comprehensible abbreviations can be used. Sole traders have the designation “registered trader” (German: “eingetragener Kaufmann”, “eingetragene Kauffrau” or an abbreviation, e.g. “e.K.”, “eK”, “e. Kfm”. or “e. Kfr”). A general partnership can use the abbreviation oHG, a limited commercial partnership KG. A limited liability company can, depending on the provision with capital, use the designation “GmbH” or “Unternehmergesellschaft (haftungsbeschränkt)”, also “UG (haftungsbeschränkt)”. A joint-stock corporation can use the abbreviation AG. If no natural entity is liable in a general partnership or a limited commercial partnership, the limitation of liability must be recognisable in the corporate name, e.g. by the suffix GmbH & Co. KG or GmbH & Co. oHG, as the case may be.
4. Misleading
The corporate name may not contain any additions obviously suited to deceiving. For example, the name of ABC Handels GmbH (ABC Trade LLC) is inadmissible if the enterprise merely gives consultancy. Likewise, the corporate name XYZ Beratung München KG is misleading if the company has no relationship to Munich, is based in Frankfurt and is to be entered in the Register of Commerce there.
Mixed corporate names (of names, factual and/or fantasy designations) are also admissible.
3. Using the suffix for the legal form
The corporate name must additionally contain a suffix for the legal form showing the enterprise’s liability situation. Easily comprehensible abbreviations can be used. Sole traders have the designation “registered trader” (German: “eingetragener Kaufmann”, “eingetragene Kauffrau” or an abbreviation, e.g. “e.K.”, “eK”, “e. Kfm”. or “e. Kfr”). A general partnership can use the abbreviation oHG, a limited commercial partnership KG. A limited liability company can, depending on the provision with capital, use the designation “GmbH” or “Unternehmergesellschaft (haftungsbeschränkt)”, also “UG (haftungsbeschränkt)”. A joint-stock corporation can use the abbreviation AG. If no natural entity is liable in a general partnership or a limited commercial partnership, the limitation of liability must be recognisable in the corporate name, e.g. by the suffix GmbH & Co. KG or GmbH & Co. oHG, as the case may be.
4. Misleading
The corporate name may not contain any additions obviously suited to deceiving. For example, the name of ABC Handels GmbH (ABC Trade LLC) is inadmissible if the enterprise merely gives consultancy. Likewise, the corporate name XYZ Beratung München KG is misleading if the company has no relationship to Munich, is based in Frankfurt and is to be entered in the Register of Commerce there.
5. Risk of confusion
Even if the corporate name you have chosen fulfils company law fundamentals, it is possible that it will not be entered in the Register of Commerce. This could be the case, for example, if an identical or very similar (confusable) corporate designation has already been entered in the Register of Commerce in the same town or borough.
Even if the corporate name you have chosen fulfils company law fundamentals, it is possible that it will not be entered in the Register of Commerce. This could be the case, for example, if an identical or very similar (confusable) corporate designation has already been entered in the Register of Commerce in the same town or borough.
To avoid subsequent complaints and costly amendments and also to accelerate the entry, you should coordinate the planned corporate name with the locally responsible Chamber of Commerce and Industry, Law and Taxes Department, in writing beforehand! But please note: the final decision on registration is made by the registry court. For the district of the CCI Frankfurt am Main, please use the following form, which asks for the criteria usually required for an assessment.
Name law, trademark or competition law assessments are not part of the registration processand are not included in our searches.
If there is an identical or confusable corporate designation in another town, this is of no interest for the entry in the Register of Commerce. However, an enterprise based elsewhere may possibly make claims under competition law or trademark law. Proceedings for refraining from using the company name will be successful if it has used the designation which you are using before you as a corporate name or trademark and is active in the same or a similar branch.
In order to keep the risk of a conflict as low as possible, we recommend examining whether the required name is already being used by other enterprises before having the designation entered or using it
If there is an identical or confusable corporate designation in another town, this is of no interest for the entry in the Register of Commerce. However, an enterprise based elsewhere may possibly make claims under competition law or trademark law. Proceedings for refraining from using the company name will be successful if it has used the designation which you are using before you as a corporate name or trademark and is active in the same or a similar branch.
In order to keep the risk of a conflict as low as possible, we recommend examining whether the required name is already being used by other enterprises before having the designation entered or using it