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Choosing a company name is a crucial step when founding a public limited company (AG) or a limited liability company (GmbH). But before you decide on a suitable name, you should consider a few legal and practical aspects.
1. Minimum Requirements
The company name must meet certain legal criteria to be accepted by the responsible Commercial Register Authority. According to Art. 944 and following of the Swiss Code of Obligations (CO), a company name must not cause deception, must be true and must not be contrary to the public interest.
- Exclusivity: The company name should be clearly distinguishable from all names already entered in the commercial register. This avoids confusion and protects the identity of your company.
- Non-misleading: The name must not be misleading with regard to the activity or size of the company. It must not give rise to false expectations about the company's products or services.
- Legal Form Addition: Your company name must contain an addition that clarifies the legal form of the company, e.g. AG or GmbH.
2. Our Practical Tips
In addition to the legal requirements, there are also practical aspects that you should consider when choosing a name:
- Marketing and brand identity: The company name should reflect your brand identity and make sense from a marketing perspective. A memorable and meaningful name can help your company stay in the minds of customers.
- Availability as a domain: In the digital world, it is almost as important that the company name is available as a domain name. Therefore, check early on whether you can secure the corresponding Internet address.
Tip: Check the availability of the domain when choosing the company name. An initial check can be done at www.domain.ch.
3. Step-by-Step Checklist
To define and register the company name, follow these steps:
- Research: Use the central company index (www.zefix.ch) to search for companies that are already registered and check whether your desired name is already in use. To avoid unnecessary disputes, it is also advisable to use the usual search engines to find out whether the same or a similar name is already in use.
- Trademark protection: When registering a company, the commercial register only takes company law into account. If the chosen company name violates existing trademark rights, this can lead to problems. For this reason, it is advisable to carry out a trademark check before registering the company (i.e. to check whether your desired name or a similar designation is already protected as a trademark). Also consider protecting the company name as a trademark in order to secure your rights to the name as fully as possible.
- Registration with the commercial register: Once you have chosen a name, it must be submitted to the relevant commercial register authority together with the other founding documents.
Tip: For trademark law checks in Switzerland, you can use the portal of the Swiss Federal Institute of Intellectual Property (www.swissreg.ch). There you can access data from the trademark, patent and design register free of charge. For trademark rights abroad, use the WIPO website (www.wipo.int).
4. FAQ - The Most Frequently Asked Questions from Our Customers and the Answers to Them
Why is timing so important when registering my company?
The principle of seniority applies, whereby the time of registration is decisive. If you are the first to register your company, you have the right to take action against anyone who later uses a similar name and thus infringes your protected rights. In such a case, you have the option of claiming injunctive relief and damages.
Does it make sense to register a trademark in addition to the company?
It is advisable to register a trademark for your own products and services in addition to the company registration. The company is the name of the company, while the trademark is the name of your product or the service you offer. The company name is regulated by the Swiss Code of Obligations, while the trademark is governed by the Trademark Protection Act.
Double protection: Both rights have different areas of protection and do not automatically go hand in hand. However, the protection of the company and the trademark overlap in many ways, which often leads to conflicts if your own company has already been registered as a trademark by a third party. This applies at least if this third party is active in a similar field. Comprehensive protection is achieved by registering both the company name and the trademark. In this way, both the legal identity and the brand image are protected against imitation and confusion.
What do I have to bear in mind with a sole proprietorship?
Sole proprietorships must form the essential content of their company name from the family name, with or without the first name. The name may not include any additions suggesting a corporate relationship. Sole proprietorship names may not contain terms like "Group" or "Team."
Are subject designations permitted in company names?
Subject designations that describe the nature or activity of the company may be included in the company name. These designations must be truthful and not misleading. In addition, a factual designation must always be combined with an individualizing element such as a personal name or a fanciful designation. Combinations of factual designations with a fanciful or original character are also permitted if the legal form is also stated.
Can I register my company in more than one language?
If a company name is to be written in several languages, all versions must be entered in the commercial register and must be identical in content. Note that registering a foreign-language version of the company name always requires an amendment to the Articles of Association in the case of AGs and GmbHs.
5. Conclusion
Choosing a suitable company name is more than just a formality: it is a strategic step that forms the basis for your company's identity and communication. Therefore, take enough time for planning and research to make the best decisions for your success.
