A cleverly chosen company name gives a company the necessary recognition value and sets it apart from the competition. But not every arbitrary name is allowed.
You can find out here which legal regulations you must follow and how to choose a viable company name.
The company name of the GmbH and UG: What is it?
The company is the name under which your company will appear publicly. Why is the company name so important? A catchy name for your GmbH or UG helps you to stand out from other companies. A well-crafted name will make a great first impression and (potential) customers and partners remember you.
However, to achieve all this, it’s not enough just to be creative. Your desired company name must be in accordance with the statutory provisions of §§ 17 ff. of the German Civil Code (BGB), the German Commercial Code (HGB) and § 4 German Limited Liability Companies Act (GmbHG).
Legal regulations for the company name of a limited liability company
The legal form of your company must be clearly stated in the company name. Therefore, the so-called legal form appendix is mandatory.
- GmbH: You can add either “GmbH” or “Gesellschaft mit beschränkter Haftung“. Integrating the legal form into the company name is also possible, e.g. “Müller Vertriebsgesellschaft mbH” or “Müller Vertriebsgesellschaft mit beschränkter Haftung”
- UG: Each UG must include the legal form addition “UG (haftungsbeschränkt)” or “Unternehmergesellschaft (haftungsbeschränkt)” in the company name
Identification and distinctiveness
A company name must adequately identify the company and have a sufficiently distinct character (§ 18 para. 1 HGB). But what exactly does this mean for the concrete design of a company name for your UG or GmbH?
Mere generic names (furniture, clothing, textiles) or generic industry names (consulting, cheese dairy, electrics, service) are not always sufficient to identify a company and distinguish it from others.
Furthermore, names with the same sound (homophones) are inadmissible. Homophonic company names are, for example, “Schmitt GmbH” and “Schmidt GmbH”. This restriction applies to all companies. Founders should, therefore, make sure when choosing a company name that their name does not collide with existing names. For example, the company name “Burger’s Kings UG (haftungsbeschränkt)” would not be permitted.
However, the decisive factor for the assessment is first and foremost whether there is already a registered company in the jurisdiction of your local court for which there’s an acute risk of confusion.
Company names may not contain any misleading information (§ 18 para. 2 HGB). But, this begs the question: what’s considered misleading? For one, your chosen company name must not give any inaccurate impressions of the company. The ban on misleading information concerns several issues that you should keep in mind.
Here are examples of words or word components that are often considered misleading and therefore rejected:
- Foreign personal names
- (False) indications of production location
- Black Forest
- Factory (-fabrik)
- Group (Gruppe)
- Industry (Industrie)
- Manufacture (Manufaktur)
- Biological, ecological (biologisch, ökologisch)
- Master craftsman, master business (Meister, Meisterbetrieb)
- Facility management
- Bank, financial (Finanz-)
- Credit (Kredit)
- Investments, funds (Fonds), bonds
- Reference to public or non-profit institutions
- State (Staatliche)
- Union (Vereinigung)
- Federation (Bund)
- Private University (Privatuniversität), University
- Academy (Akademie)
- Institute (Institut)
- Trustee (Treuhand)
In all these areas, generic designations are inadmissible, so that the customer is not deceived.
You may not use letter sequences exclusively when naming a UG or GmbH. The same applies to number series. For example, “DAU GmbH” or “GE1337T UG (haftungsbeschränkt)” would not be allowed.
Furthermore, special characters that cannot be communicated are also prohibited, such as “Wintersport_Schröder UG (haftungsbeschränkt)” or “G@u GmbH”.
Who decides whether the company name of your UG or GmbH is permissible?
Ultimately, the district judge of your competent register court decides whether the company name complies with the legal requirements and at the same time has sufficient distinctiveness to the existing companies. If the name meets all requirements, it’s deemed to be registrable and can be entered in the commercial register.
A preliminary examination of a company can be carried out by the IHK. The IHK name check provides an assessment of the probability of being registered. In other words: The IHK gives a prognosis on the question whether the district judge will reject the company name or agree to it.
Book a package with us and get the support you need for this essential first step.
Types of company name of UG and GmbH
There are basically four ways in which you can design the company name of your GmbH or UG:
- Names of objects
- Made-up names
- Name company
- Mixed form
Subject name or subject company
The subject name is the object, i.e. the activity, of the company, such as “Purchase and Sale of Clothing UG (haftungsbeschränkt)”. However, the company name should not only reflect the object and business purpose of the company. Otherwise, problems could arise as soon as the product range or the services are expanded, to the point that the company name no longer fits. Customers would then no longer be able to identify the company with this product. This might make a later change of name necessary.
Made-up name or made-up company
With made-up names, there are no limits to your creativity. The naming of your company is not recognisable by your name or your activity. The company name “Crazy Bunny’s Office Supplies UG (haftungsbeschränkt)” is therefore perfectly legitimate. While you have the greatest possible freedom here, it’s also important to avoid resemblance to well-known company names or registered trademarks.
Name company or person company
Of course, you can also name your company after yourself. However, only persons who are actually shareholders in your company may be mentioned by name. So if you, Mr. Hinz, and your colleague, Ms. Kunz, are shareholders in a GmbH, you could choose the company name “Hinz & Kunz GmbH”.
As a mixed form, you may combine all variants with each other. With this type of company name you can, for example, combine your name and a fantasy term or also your activity with your name. “Hinz & Kunz Crazy Bunny Textile Printing UG (haftungsbeschränkt)” would be possible.
Conclusion: You should pay attention to the following things when choosing your company name
- Use short, catchy names that are easy to remember:
- Check the availability of the Internet domain in advance to avoid later difficulties with website creation
- Choose an original name for your UG/GmbH in order to stand out from competitors
- Have the admissibility of the company name-checked by the responsible IHK (we take care of this for you when booking one of our formation packages).
- Check the trademark rights on the website of the German Patent and Trademark Office (Deutschen Patent- und Markenamt)
The unlawful use of a company name can lead to a company abuse procedure – therefore make sure that you get an IHK/HWK check! We can advise you on this in a free initial consultation.
Bonus: Company and business name for UG and GmbH
Companies registered in the commercial register such as GmbH or UG may trade under their name. If the company name of your corporation has been successfully entered in the commercial register, it will be used for all official business and correspondence: Contracts, invoices, imprint and signatures in e-mails.
At the same time, however, you can use a different business name. This is usually a shorter form of the company name without the addition of a legal form. The trade name may be used for your website, advertising and marketing channels. The business name is, therefore, the decisive name for communication with customers.
An example: “KiK” is the business name for the well-known textile discounter. However, the official company name is “KiK Textilien und Non-Food GmbH”.
Company name for shelf companies
Sometimes entrepreneurs decide to buy a company that has already been established. A company established solely for the purpose of resale is referred to as a shelf company and may have various legal forms (article is in German). If you have purchased a shelf company, the commercial register entry must be changed. In this process, you can, of course, change the company name and the object of the company.
The information published on our site is all written and checked by experts with the greatest care. Nevertheless, we cannot guarantee the accuracy of this information, as laws and regulations are subject to constant change. Therefore, always consult an expert in a specific case – we would be happy to connect you with the right professional.
firma.de assumes no liability for damages caused by errors in the texts.