Germany: Company Name Conflicts: Case Law Insights for Legal Practitioners

The choice of company name is a decisive step—legally and economically.

A recent ruling by the Federal Court of Justice (Decision of 11 March 2025 – II ZB 9/24) highlights that creativity alone is not sufficient when naming a company.

Principles for Naming a GmbH

A GmbH may choose from the following company name types:

• Descriptive Company: Refers to the company’s business activities.
• Personal Company: Incorporates the name of a natural person.
• Hybrid Company: Combines descriptive and personal elements.
• Fictitious Company: Uses invented or abstract names not linked to business activities, provided they are distinctive.

Regardless of the type, company names must comply with §§ 18 and 30 HGB. That is, they must clearly identify the business, have distinctiveness, and not be misleading.

Common Pitfalls: Lack of Distinctiveness

Property-based names often lack distinctiveness. Generic or industry-based terms like “Handwerker GmbH” or “Logistik GmbH” are insufficient. Numeric names such as “23 GmbH” also fail this test. To meet legal standards, an individualizing element—such as a unique letter combination, location reference, or imaginative component—should be added.

Risk of Confusion with Existing Companies

Care must also be taken to avoid confusion with companies already registered at the same location. For example, the registration of Pex Logistik GmbH was denied because Pax Logistics GmbH already existed at that location. The Berlin Court of Appeal (Decision of 17 May 2024 – 22 W 10/24) upheld the register court’s refusal, stating the names were too similar in both appearance and meaning. A single vowel difference was deemed insufficient. Moreover, the court clarified that consent from the existing company did not override the legal restriction.

Consequences of Non-Compliance

Failure to meet these principles results in refusal of registration by the court. This can significantly delay the launch of business operations—particularly frustrating if costs have already been incurred on branding assets such as logos, websites, or stationery.

Recent Ruling: “vertrieb.de AG”

In the case cited above, a stock corporation (though the judgment applies equally to a GmbH) attempted to rename itself vertrieb.de AG, referencing a registered domain. The register court denied the registration, and the Federal Court of Justice upheld this decision. The term “vertrieb” (“distribution”) was deemed too generic. Adding a domain suffix like “.de” does not render the name distinctive. Notably, the court confirmed that the technical uniqueness of a domain at DENIC has no bearing on company law assessments.

Practical Tip

To avoid delays and additional costs, conduct a thorough legal review before submitting a proposed company name. While the register court has the final say, a preliminary inquiry with the relevant Chamber of Industry and Commerce is recommended. Where appropriate, further evaluation under trademark, name, and competition law should also be obtained.

By MELCHERS, Germany, a Transatlantic Law International Affiliated Firm.

For further information or for any assistance please contact germany@transatlanticlaw.com

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