The Company name, in light of the recent ruling by the Federal Court of Justice (BGH) on March 11, 2025 – II ZB 9/24

published on 18 June 2025 | reading time approx. 3 minutes

Choosing a company name is a decisive step when setting up a company. As the name of a company, it is not only its recognition feature to the outside world but also fulfills an important legal function: It serves to identify and distinguish the company in business transactions. But what requirements does the law impose on company names? What are the potential sources of error and how can they be avoided? The following article highlights the most important aspects of naming, particularly in light of current case law and practical information.

Legal basis and functions of the company name

The company name is the name under which a businessman conducts business and signs documents (Section 17 (1) of the German Commercial Code (HGB)). It must be entered in the commercial register and must meet certain legal requirements. The central provision is Section 18 (1) HGB: According to this, the company name must be appropriate for identifying the merchant and must be distinctive. It must not contain any information that could mislead about the business circumstances (Section 18 (2) HGB).

The company name therefore serves not only as an advertising medium, but also as a legal identification parameter. It must not lead to confusion but must distinguish the company from others.

Requirements for distinctiveness

Distinctiveness is the central criterion for the admissibility of a company name. It requires that the name makes the company clearly and unambiguously identifiable in business transactions. Pure generic or industry designations such as “Bäckerei GmbH” (bakery com-pany) or “IT AG” (IT corporation) are not distinctive because they merely describe the type or subject matter of the company but do not establish a connection to a specific company.

The Federal Court of Justice (BGH) has once again expressly clarified this in a recent decision dated March 11, 2025 (II ZB 9/24). In the specific case, the registration of the company name “v. .de AG” was rejected because the combination of a generic term with a top-level domain (such as “.de”) did not give the company sufficient distinctive character. The reason: The top-level domain is not perceived by the public as distinctive, but merely as an indication of the company's internet presence. The individualization must result from the actual name, i.e., the so-called second-level domain.

Company suffixes and legal form suffixes

Every company name must include a legal form suffix that indicates the liability relationships and the type of company (e.g., “GmbH”, “AG”, “KG”). This suffix is mandatory and may not be replaced by other suffixes. However, it does not contribute to the distinctive character of the company name but serves only to inform about the legal form.

Additional suffixes such as “International,” “Holding,” or “Group” are permitted provided they are not misleading. Fictitious names, personal names, or combinations of both are also possible and may increase distinctiveness.

Prohibition of misleading names and the need to keep names free

However, the company name must not contain any information that could mislead people about the company's business. For example, a company name must not give the impression that the company is larger, more international, or operates in a different industry than it actually does. The use of protected professional titles or official designations is also not allowed.

Another important criterion is the so-called need to keep names free (general terms and industry designations must remain available for other companies in the same line of business): Choosing a name that is too general can therefore not only lead to the registration being rejected, but also unlawfully restrict other companies in their choice of name.

Practical tips for choosing a company name

Fantasy names and combinations: Fantasy names or combinations of fantasy and factual names, possibly followed by the founder's name or a regional reference, offer the greatest legal certainty.
Name research: Before registering a name, you should conduct comprehensive research to determine whether the desired name already exists in the commercial register or is already being used by a company without a commercial register or company register entry. The Chambers of Industry and Commerce (IHK) also offer a preliminary check of the company name with regard to the requirements of the German Commercial Code (HGB).
Domain and internet presence: The availability of an appropriate internet domain is important for many companies. However, registering a domain does not replace the requirements for the distinctiveness of the company within the meaning of the HGB.
Trademark law review: In addition to company law, trademark law must also be observed. A company name may be protected by trademark law or infringe existing trademark rights.

Registration procedure and register check

The company name is registered by the local registry court which verifies whether the legal requirements are met. In particular, there is no right to register an inadmissible company name based on the existence of other registered potentially inadmissible company names. In this case, too, the principle of “no entitlement to equal treatment in cases of injustice” applies. Each company registration is checked individually.

If the registration court rejects the application, an objection can be lodged against the decision. However, the current ruling of the Federal Court of Justice shows that the courts apply strict standards when it comes to distinctiveness and, in particular, do not accept generic terms in combination with domain extensions.

Conclusion

Choosing a company name is a strategic and legal challenge. It must be distinctive, not misleading and include a legal form suffix. Generic terms or simply combining a domain extension are not sufficient. Careful research and, if necessary, legal advice are essential to avoid conflicts and rejections later on. Current case law emphasizes the importance of choosing a unique and creative company name that clearly positions the company in the market.