Company name law

I. Basic rules

After the entry into force of the commercial law reform (1 July 1998) every business or trade - regardless of its size - may have a company name entered in the Commercial Register. The companies may base their company name on a name derived from the object of the company, a made-up name or a family name. This applies in a uniform manner to all legal forms. As was already the case under the company name law applicable up to now, the company name must have a distinctive character and must not be obviously misleading. Moreover, it will in future be necessary to add the corresponding legal form to the company name.

II. Distinctive character

As a rule, a company name which refers merely to a general object or a region has no sufficient distinctive character. This would, for instance, apply in the case of the company name "Italian Shoes KG". It is, therefore, always necessary to add an individualising designation, i.e. a designation which individually characterises only a specific company and is different in terms of its company name from all other companies. Such distinctive character can be achieved by using, for instance, a combination of at least three letters, the name of one of the partners or shareholders or a made-up name (e.g. "TVW Italian Shoes KG“, "Boutique Toni e.K. or "Hotline EDV GmbH).

III. Company name derived from the object of the company, a family name or a made-up name

The company name derived from the object of the company contains information on the business activities or sector of the company (e.g. "ABC Software-Service KG or "TOPTEC Computertrade AG).

The company name derived from a family name provides information about the name of the owner or of one (or several) partners or shareholders. Such a company name can, for instance read "Müller AG or "Schmidt & Meier GmbH.

Made-up company names merely consist of made-up designations (e.g. "TOPEC AG; "Cyber.net KG). These made-up company names can also be registered trademarks.
It is also admissible to use mixed forms (derived from family names, objects and/or made-up names).

IV. Use of the legal form addition

Moreover, the company name must include an addition of the legal form which provides information on the liability relationship of the company. It is possible to use generally understandable abbreviations. Sole traders bear the designation "eingetragener Kaufmann or „eingetragene Kauffrau (registered sole trader) or an abbreviation like "e. K., eK, "e. Kfm. or e. Kfr.. An offene Handelsgesellschaft (general partnership) may use the abbreviation "oHG, a Kommanditgesellschaft (limited partnership) "KG, a Gesellschaft mit beschränkter Haftung (limited liability company) the designation "GmbH, an Aktiengesellschaft (joint stock corporation) the abbreviation "AG. If no natural person is personally liable in the case of a general or limited partnership, the limitation of liability must be discernible in the company name by adding, e.g. "GmbH & Co. KG or "GmbH & Co. oHG.

The use of company names registered before the entry into force of the commercial law reform may be continued until 31 March 2003 provided that they comply with the previously applicable provisions. If merely the legal form now required (e.g. e.Kfm., eingetragene Kauffrau, oHG) is added, such amendment must not be notified for entry in the Commercial Register.

V. Misrepresentation

The company name may not include any misleading additions which could obviously lead to a misrepresentation. It is, for instance, inadmissible to use the company name "ABC Handels GmbH", if the company is merely offering consulting services. A company name like "XYZ Beratung München KG is likewise misleading if the company is based in Frankfurt and is to be entered into the Commercial Register in Frankfurt.

In order to avoid subsequent objections and costly amendments and to speed up the entry procedure, you should co-ordinate the planned company name in advance in writing with the Chamber of Commerce and Industry, Legal Department!

VI. Risk of confusion

Even if the company name chosen by you complies with the principles in terms of company name law, it could happen that might not be entered into the Commercial Register. This could, for instance, be the case if an identical or confusable company name was already entered in the Commercial Register in the city or municipality concerned.

If an identical or similar company name already exists in a different place, this is without relevance for the entry in the Commercial Register. A company which is located in a different place might, however, assert claims under competition or trademark law. An action to enforce a discontinuation of the use of the company name will be successful if the designation used by you has already been used by the plaintiff before you as a company name or trademark and if it is operating in the same or a similar sector as you.

In order to keep the risk of litigation to a minimum, it is recommended to check before the application for entry in the Commercial Register or use of the designation whether the desired name is already used by a different company. The Chamber of Commerce and Industry, Legal Department, can help you with a corresponding search.

VII. Rules for non-traders

The aforementioned rules under company name law apply to companies entered in the Commercial Register. Persons carrying on a business or trade who are not entered in the Commercial Register, have no company name. In business transactions they must always act under the first name and name. In the case of a BGB company (partnership under the German Civil Code) the first names and names of all partners must be stated. In addition to the name it is also possible to refer to the sector, e.g. "Josef Meyer, EDV-Service. It is likewise possible to refer to the establishment or business, e.g. "Goldene Gans, "Löwenapotheke, but also "Boutique 2000. The reference to the establishment or sector is not an integral part of the official company name. Such references are only admissible if they do not give the impression of a company name entered in the Commercial Register or if they are not already used by a company operating in the same sector.