When it comes to the company name of a company, this depends crucially on the legal form in which it is founded or managed. In Germany, the entrepreneur has a wide variety of options for this. It starts with sole proprietorships for start-ups who run their businesses alone and extends to partnerships with the legal forms of GbR, OHG and KG, in which several shareholders are involved. There are also the corporations with the legal forms GmbH and AG as well as the mixed form GmbH & Co.KG. There are also other mixed forms, which, however, do not occur that often in practice.
General principles for company names
According to Paragraph 17, Paragraph 1 of the German Commercial Code, the company or company name is the name with which the entrepreneur (s) appear in legal transactions and sign (s). Only a merchant is authorized, but also obliged, to run his company under a company name (company name). As for the company name, it must in principle.
- Be suitable for marking the company
- Have sufficient distinctive character
- It must not contain any misleading information
According to gradchem, the company name, i.e. the company name, must also have sufficient distinctive character and that means that the company is sufficiently individualized in business dealings. A mere generic name like, for example, Beverage Trading GmbH, is not sufficient for the company name and must be supplemented with a corresponding addition, such as, for example, Drinking trade Weise GmbH.
But whether the company name of the company is sufficient in the district commercial register, that is, whether and which companies are already registered there under a similar or even the same name in the commercial register.
The prohibition of misleading stipulates that the company name must not contain any information that could mislead third parties about the company’s business situation. This means that the company name or company name must not contain any personal names that are not and never have been involved in the company. This also applies to other components of the company name that give an incorrect impression of the scope and type of business, such as “German”, “International” or “European” – if the company is only active in regional business operations.
Further inadmissible company names:
- Company names that only consist of an abbreviation such as AAA GmbH, or eV GmbH
- Company names that consist of a series of strings of letters that are incomprehensible, such as RBBu4xwz GmbH
- Company names that have the same sound image as an existing one, such as Meier GmbH, Maier-GmbH
- Company names in which numbers are used that lead to confusion or an association, such as 4711 GmbH or 4611 GmbH
The competition law restrictions on the company name
In addition to company law, companies are also subject to general competition law. For this reason, a competitor can also derive a right to defensive or to cease and desist against the conduct of a company in business dealings, which are derived from the abuse and misleading facts of the law against unfair competition .
Since the term misleading is interpreted differently, as well as the prohibition of unfair business actions as well as the formally limited scope of examination when entering in the commercial register, a company is usually first approved and entered in the register and for these reasons is later successfully objected to under competition law.
This means that trademark defense claims of the owner of a priority or older trademark and other trademark rights justify a right to the deletion of a company that can be registered. If a process is sought for the company name, then this is complex and lengthy. Therefore, before registering in the commercial register , it is essential to check whether the company name is permissible or not or whether there is a willingness to argue with a competitor. Internet research, inquiries at the local Chamber of Industry and Commerce or a consultant can help.
This is how the company can be protected
If you are of the opinion that a company that has been newly founded and has been published in the daily newspaper is confusingly similar to your own company name, you have the right to appeal, such as a declaration of cease and desist in company abuse proceedings or an official cancellation proceedings. In addition, claims for damages can even be asserted. But there is no legal entitlement if one of the competitors sets up a company abroad that sounds similar. The reverse also applies: If a company is founded in Germany with a similar name to one abroad, the German authorities cannot do anything about it.