Legal name (business)
A company (abbreviated: Fa; firmare from the Latin, authenticate ',' secure ' ) is the name under which a merchant does business, its signatures guaranteed and under which he sue and be sued (§ 17 HGB). This is known as a company name. In trademark law, the company is part of the concept of corporate ID, § 5 paragraph 2 Trademark. Freelancers and small business contact in business life, however, under her real name on or run a business name.
The company is an integral part of corporate identity ( corporate identity) of corporations and larger medium-sized enterprises. In a takeover of a company, the company can be maintained if the previous owner agrees - or in case of death, his heirs (§ 22 HGB).
The choice of the company as well as the legal form of the company additives is one of the fundamental strategic decisions at the company's founding. Company and company provide accessories for commercial businesses an interesting means of psychological segmentation dar.
Non- technical language is referred to as "Company", contrary to this definition the company itself.
- 3.1 Sole Proprietorship
- 3.2 Collective, limited partnerships and limited partnership
- 3.3 Aktiengesellschaft, GmbH and cooperative
To guide a company only merchants are entitled under German commercial law. Other businesses can conduct a business name. Such a commercial enterprise must be entered in the commercial register. However, the registration is merely declaratory of the company. The company has as an additive in any case, the legal form or the merchant additive ( see below) include ( see § § 17 ff.Vorlage: § § / Maintenance / juris - page HGB).
In any case, the company must contain an additive, indicating the legal form ( or a generally understandable abbreviation ) of the company, eg K. ( § 19 Section 1 No. 1 HGB), pattern OHG ( § 19 Abs. 1 No. 2 of the German Commercial Code ), sample GmbH ( Limited Liability Companies Act § 4 ), sample AG ( § 4 AktG).
The company name must be suitable for marking (so-called " name function") and distinctive character have ( § 18 para 1 HGB). At the function name, for example, at a company formed from non-Latin letters or pure symbols is missing. Devoid of distinctive character in purely generic terms, such as " Consulting GmbH " without more extensive labeling feature. The graphic design of the typeface name is legally and therefore irrelevant in- law. The register court is therefore not bound to the character formatting that has chosen in the application to the commercial register, the company. It is the company but basically free to use the self- registration underlying of him spelling of the company in legal relations.
The general principle of corporate truth was the supreme principle of the former company law; then had to be recognizable to outsiders, who is owner of the company and what kind of company is present. The principle remains important after introduction of the company's current law in 1998, but is considered attenuated. Companies truth means today: The company must not be misleading, that is suitable for " a deception about the nature and scope of the business or the circumstances of the business owner to bring about " (§ 18 para 2 HGB). Leading the terms " bank ", " banker" or " savings " in the company name is 1 KWG generally permitted under § 36 para only banks that hold a banking license pursuant to § 32 KWG.
Each company is different from other companies that have already been registered in the commercial register and in the same community are ( § 30 para 1 HGB).
The current name may be continued, even if a name change ( eg marriage ), a transfer of the company (for example, purchase or inheritance) or a change in shareholders' stand was made (§ § 21 et seq ). To avoid confusion, upon delivery of the company not only the name can be sold; this is only purchasable if the industry is maintained (§ 23 HGB).
Every trader has his company, enter the place ( seat) and the domestic business address in the Commercial Register leave (§ 29 HGB). In any business letter, the company must be called legal form, zustellfähiger address and further information.
Under the principle of corporate entity, a merchant must perform only one company for one and the same company; of the case law derived from § 17 of the German Commercial Code.
As a company is a sole trader his first and last name or company name of one or more shareholder of, eg Henkel KGaA after the company founder Fritz Henkel.
As a company is selected any free expression, such as Infineon.
The business of the enterprise is described objectively as a company, such as banking corporation.
A combination of personal, Fantasy and / or property company, such as Tchibo - Carl Tchilling - Hiryan coffee beans.
As with brand names are increasingly being used in the course of globalization internationally workable concepts of art, which are pronounceable, first in as many languages , second world are as much as possible unoccupied (eg no results in Internet search engines before the company name ), third positive in any language awaken associations; For example, "Novartis ", which combines the Latin terms for new and Art.
Laws such as the Commercial Code stipulate that a company must contain an additive, from which the legal form or the merchant property of the company can be seen (§ 19).
No company has, in contrast, the civil law partnership ( GbR ), because it is not a trading company. You can only run a company called similar business name.
For creditors and customers are additions to the company of interest that provide information on the economic situation of the company information. Thus, the addition of " i In. "Or" i IN. "Indicates that the insolvency proceedings were opened. The suffix " i L. " (in liquidation ) indicates an ongoing liquidation procedure for terminating the firm.
Register Forensic Companies abuse case
The registry court may make its own initiative that an unauthorized company is no longer used. But the possibility he may have recourse according to § 37 Section 1 of the German Commercial Code, to threaten an administrative fine in the event that the Company will not be deleted promptly. The court of registry may already be working at a merely objective breach of the Companies Law, a foreign company law therefore does not need to be injured. The introduction of the company's abuse proceedings is within the discretion of the court, so that it can tolerate an illegal companies use also weighing the conflicting interests The method according to § 37 para 1 HGB, by bringing an action against the illegal companies use according to § 37 para 2 HGB not be affected. However, the corporate abuse proceedings will be suspended in this case ( § 381 FamFG ).
Private law injunctive
According to § 37 Section 2 Sentence 1 of the HGB one who is injured by the unauthorized use of a company by another in his right hand, require this omission of use. In addition to the violation of absolute rights can also have any further impairment of a legal interest of an economic nature into consideration. A right to initiate a corporate abuse proceedings pursuant to § 37 para 1 HGB granted § 37 para 2 HGB.
The private sector injunction of § 37 para 2 HGB assumes no fault; therefore remain on other rules -based claims for compensation for damages, § 37 Section 2 Sentence 2 HGB. As such as tort claims (§ § 12, § 823 paragraph 2 BGB in conjunction. 37 para 2 HGB, § 826 BGB) come from the brand -related damages claim ( § 15 para 5 in conjunction. § 5 para 2 Trade Marks Act ) and the antitrust damages claim (§ § 3, 5 and 9Vorlage: § / maintenance / buzer UWG) into consideration.
In addition to in § 37 Section 2 Sentence 1 of the German Commercial Code normalized injunctive relief injunctive relief can also from the general civil law ( § 1004 para 1 BGB in conjunction with analog. § § 823, paragraph 1, 12 BGB), the Trademark Law ( § 15 paragraph 4 in conjunction. § 5 paragraph 2 Trade Marks Act ) and competition law (§ § 3, 5, 8 result UWG).
The following applies to the company principles and types for Germany applies accordingly, in which case, the provisions of § § 17 et seq UGB, especially § 19 UGB, application. As permitted additives companies are:
Under Swiss law, the company is the chosen name of the carrier company. The contents of the company must correspond to the truth, may not cause delusions and must not be contrary to the public interest (Art. 944 para 1 CO).
Under Article 945 OR the company a sole proprietorship must necessarily contain the last name of the owner. The use of an additive, which implies a social relationship, is inadmissible (Art. 945 para 3 CO ).
The company's protection of a sole proprietorship is limited to the location of economic activity. Is founded by a person of the same surname in the same place a single company, it must can be distinguished by additions such as the name clearly from the existing company (Art. 946 CO)
Collective, limited partnerships and limited partnership
The company of a collective, a limited partnership or a limited partnership must include at least the last name of a partner with unlimited liability. The company must not contain the name of an unlimited liability nor of a former partner. If a non- unlimited liable person listed in the company, so they are now liable to the creditors thereby also unlimited. The company must also have a society that ratio suggestive words such as & Co., & Partner, jr. or & Sons (Art. 947 and Art 948 OR), if not already done all of the fully liable members are listed. If the latter is the case, driving a suggestive of a corporate relationship additive is prohibited. The prescribed in Germany separate indication of the limited partnership is not necessary in Switzerland. The prescribed in Germany for the limited partnership abbreviation KG is even illegal in Switzerland, since it is not in use and likelihood of confusion with the collective society that the German general partnership ( OHG ) is similar, there is.
The company's protection is limited in these three companies also on the location of economic activity.
Aktiengesellschaft, GmbH and cooperative
Joint stock companies, limited liability companies and cooperatives are free to choose their company under Article 950 OR, but must always include the legal form. The company is one of these three forms of society must be different from any other company registered in Switzerland company in the same legal form significantly different (Art. 951 para 2 CO). In addition, pure technical designations such as cleaning AG is prohibited.