The Basic Rules of Corporate Law

Do you want to give your business a (company) name?
If so, you must make sure that the company is sufficiently distinct. You should also check whether there is any risk of confusion with other companies already entered in the Hamburg commercial register or in a different district of registration. Neither should the name you choose be misleading.
An appendix indicating legal form must also be added to your company name (e.g. GmbH, AG or KG). You may select between a name derived from the company's objectives, a name which is a proper name, or an invented name. A mixture of these elements is also permitted.
Business people who are not entered in the commercial register (non-merchants) must always use their first and last name in external dealings. In addition to the name, invented names, combinations of letters and industry names may be used.

Since the business law reform (1 July 1998), all businesses entered in the commercial register have the choice when naming their company between a name derived from the company's objectives, an invented name, or a name which is a proper name . As under previous business law, the company name must be distinct, and must not be obviously misleading. In addition, the relevant appendix indicating legal form must be used.

A company name made up only of the company's objectives and regional names is not generally sufficiently distinctive. This would be the case, for example, with a company called Hamburger Computerhandel GmbH. A customised addition should therefore always be used, i.e. a name which characterises this company alone and differentiates it from other companies. For example, a combination of at least three letters, a partner's name or an invented name would be suitable (e.g. ABC Computerhandel Hamburg GmbH, Müller Computerhandel GmbH or TOPTEC Computerhandel GmbH).

Even if the business name you have selected complies with the principles of corporate law, it may be that the name cannot be entered in the commercial register. This may happen, for example, if identical company names, or names which could be mistaken for yours, already exist in the same district of registration.
It does not matter if identical company names, or names which could be mistaken for yours, are in use in a different district of registration. You should, however, consider that companies based in a different location may file competition law claims, and successfully bring an injunction against the company's management. This may happen if another company operating in the same or a similar sector has already used the invented name you are using ahead of you.

Misleading
The company name must not contain any additions which are clearly designed to deceive. For example, the name ABC Handels GmbH - which refers to trading - is not permitted if the company provides only consultancy. The name XYZ Beratung Munich KG is also misleading if the company is located in Hamburg and is to be entered in the commercial register there.

The appendix to indicate legal form which was previously prescribed only for limited companies and joint stock companies is now also compulsory for partnerships limited by shares (Kommanditgesellschaft), general partnerships (Offene Handelsgesellschaft) and sole traders (registered merchants). For partnerships, you may choose the legal form Kommanditgesellschaft/KG or Offene Handelsgesellschaft/OHG. These were already in common use, while there was no appendix to indicate the legal form of sole traders entered in the commercial register. Until recently, sole traders could use only their first name and last name. Sole traders are now also required to use an appendix to indicate legal form, i.e. the words "eingetragener Kaufmann" or "eingetragene Kauffrau" (registered merchant) or a widely understood abbreviation of these words such as "e.K.", "e.Kfm." or "e.Kfr". The appendix to indicate the legal form of limited liability and joint stock companies may also be abbreviated (GmbH and AG).

Transition deadlines
Company names entered prior to the business law reform without an appendix to indicate legal form may continued to be used until 31 March 2003 provided they were used in accordance with the old stipulations. If only the appendix to indicate legal form (e.g. e.Kfm., eingetragene Kauffrau, OHG) is adjusted following the reform, no application for entry in the commercial register is required for this change.

A name derived from the company's objectives comes from, and thus includes, industry names which describe what the company does (e.g. ABC Software Development KG or TOPTEC Computer Sales AG).
A proper name generally includes the owner's name, or the name(s) of one or more shareholders. Such a name could, for example, be Hans Müller KG or Schmidt GmbH.

Invented names are purely made up names (e.g. TOPTEC AG). Invented names are often trade names.

Mixed company names derived from the company's objectives, proper names and invented names are also permitted.

The rules of corporate law above apply to companies entered in the commercial register. Businessmen not entered in the commercial register must always conduct business under their first name and last name. General partnerships must always include the names of all the partners. In addition to the name, invented names, combinations of letters and industry names as well the 'establishment name' of the business premises (e.g. "Zum goldenen Hirschen") may also be used. Such additions are not, however, indicated in your certificate of business registration which displays only the first name and last name. Before using additions such as combinations of letters or invented names, you should check that they are not already registered as company names or brand names, or used by other companies as a logo or establishment name.

Brochures
The brochure "How do I become self-employed" (German only) is available free of charge from the Chamber off Commerce Service Centre.

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