Firmierung: How to find the perfect company name for your UG or GmbH

Contents

• What is a Firmierung (company name)?
• Legal regulations
• Abbreviations
• Who decides whether a name is viable?
• Types of company names
• Summary
• Company vs. business names
• Shelf companies

The Firmierung of the GmbH & UG: What is it?

The Firmierung is the name under which your company will appear publicly. Why is the Firmierung (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 per 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

Mandatory appendix

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.

But, 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.

Misleading information

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
  • Berliner
  • Rhenish
  • Black Forest
• Size
  • Factory (-fabrik)
  • Global
  • Group (Gruppe)
  • Holding
  • Industry (Industrie)
• Quality
  • Manufacture (Manufaktur)
  • Biological, ecological (biologisch, ökologisch)
  • Master craftsman, master business (Meister, Meisterbetrieb)
• Activities
  • Facility management
  • Bank, financial (Finanz-)
  • Credit (Kredit)
  • Investments, funds (Fonds), bonds
  • Communication
• Meaning
  • German
  • International
  • European
• Reference to public or non-profit institutions
  • State (Staatliche)
  • Union
  • Ring
  • Union (Vereinigung)
  • Federation (Bund)
  • Foundation
  • 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.

Abbreviations

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 of whether the district judge will reject the company name or agree to it.

Types of UG and GmbH company names

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 business object and 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. For example, the company name “Crazy Bunny’s Office Supplies UG (haftungsbeschränkt)” is 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”.

Mixed company

As a mixed form, you may combine all variants. 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.

Summary: What to pay attention to when choosing a 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 to stand out from competitors
• Have the IHK check the admissibility of the company name (help with this is part of our formation packages).
• Check the trademark rights on the website of the Deutschen Patent- und Markenamt (German patent and trademark office).

Company vs. business names for the UG & GmbH

What is the difference between a Firmierung/Firmenname (company name) and a Geschäftsbezeichnung (business name)?

Businesses entered in the Handelsregister (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, imprints 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 resale is referred to as a shelf company and may have various legal forms. 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.

Note: Choosing a viable company name is one of 20+ steps in the company formation process in Germany.

The Master list of all Company Formation articles can be found here.