Two LLCs can have the same name


By Michele Blasucci on July 12, 2009

In principle, you can freely choose the company name. However, you have to keep certain limits. The name must not mislead about the purpose of the company and technical terms must not stand alone.

According to Art. 944 of the Swiss Code of Obligations (OR) and Art. 38 of the Commercial Register Ordinance (HRegV), a company name must not cause any deception, must be true and must not offend the public interest. On this basis, the commercial registry authorities and the courts have developed extensive practice. According to this practice, certain criteria are used to define when a company name is considered to be inadmissible. In the following we would like to present the principles and illustrate them with a few examples.

Company names must not mislead about the purpose of the company (so-called company-purpose relation).

This must always be assumed if the company name contains terms that refer to an activity or a product or service that is not mentioned in the description of the purpose or business activity. For example, the designation "Rudolf Stahlhandel AG" would not be permitted if the company does not operate a steel trade but has the purpose of managing Ms. Rudolf's apartment buildings. In particular, the terms “university”, “hospital”, “public” or “non-profit” are not allowed, unless the company is really a hospital or actually works for the public benefit, etc. The designation “bank” or “banker” is also not allowed without have a banking license.

This point is extremely important and can often determine the legality of the company name. For example, the designation "Stonehedge Ireland Reisen GmbH" would be permissible if the purpose is a travel agency specializing in Ireland. However, the same designation would probably not be permitted for a regional carpentry business.

Technical terms that describe the company's activities may not be used as a company name on their own

These terms are available to all and cannot be claimed by a single company. The following examples would therefore not be allowed: “Auto AG”, “Handels GmbH” or “Maler AG”. However, if such a term is supplemented by further elements and the name is individualized in this way, it is possible to integrate subject names into the company name. This can be the name of the owner, the seat or any combination of characters. For example, "H. Meier Auto AG ”,“ MiDio Handels GmbH ”,“ Maler 2000 AG ”,“ TATA Transport AG ”,“ Lagerhaus Weinfelden AG ”.
If a technical term does not describe an activity of a company but is imaginative, the term can be used directly. However, the legal form must always be specified in the company name (e.g. "Grüner Esel AG", "Tiger AG"; simply "Tiger" would not be allowed).

Personal names

In the case of partnerships, the family name is a mandatory component (see our earlier articles on the sole proprietorship, the general partnership). If the name of a person is to appear in a company name in the case of legal entities (AG, GmbH), the company must be linked to a person with such a name when it is founded. Afterwards, the personal name can be retained in the company name, even if the person in question no longer has anything to do with the company. For example, Martin Weber founds a company called “M. Weber Spinnerei GmbH ". The name can subsequently be retained even if Martin Weber sells his company to Reto Allenspach.

We will go into the possibility of including geographical terms in the company name in our second article.

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