What companies need to consider when choosing their business name
In a decision dated March 11, 2025 (Case No. II ZB 9/24), the German Federal Court of Justice (BGH) emphasized that a company name registered in the commercial register cannot derive the legally required distinctiveness solely from an internet domain. This ruling has significant implications for businesses seeking to adopt modern or digitally inspired company names – especially in the age of online platforms and internet-based business models.
Background of the Case
The applicant, a stock corporation (AG), sought to change its registered company name to “v. .de AG.” The name was clearly modeled after an internet domain – comprising a generic term (“v.”) and the top-level domain “.de.” Both the Charlottenburg District Court and the Berlin Court of Appeal rejected the application. The appeal to the Federal Court of Justice was also unsuccessful.
Legal Assessment by the BGH
The BGH made it clear: Under Section 18 (1) of the German Commercial Code (HGB), a company name must be capable of distinguishing the company and must be distinctive. This requirement is only fulfilled if the name allows for clear identification of the business and distinguishes it from others in commercial transactions.
A top-level domain (e.g., “.de”) does not provide sufficient distinctiveness if the core element of the name is merely a generic or industry term. The BGH consistently argued the following:
- Top-level domains like “.de” or “.com” are not perceived by the general public as distinctive but merely as indicators of an internet address.
- Distinctiveness must arise from the so-called second-level domain (here: “v.”), meaning the actual name portion before the domain ending.
- The unique allocation of a domain name by Denic eG (e.g., “v.de”) does not automatically provide distinctiveness under company name law.
- There is no entitlement to equal treatment with other similarly structured names already registered – each application must be individually assessed by the register court.
Implications for Business Practice
For companies, this decision means:
- Creative use of internet domains as company names remains legally problematic if they lack distinctive elements.
- Generic or industry terms without further individualizing components generally do not meet the requirements of Section 18 (1) HGB.
- When choosing a name, particular attention must be paid to how it is perceived in general business transactions – digital uniqueness alone is insufficient.
Conclusion
The ruling clearly demonstrates that, even in the era of digital branding strategies, the BGH remains committed to the traditional standards of commercial law. Companies are therefore well advised to consider not just internet availability or domain rights when selecting a company name, but also the legal permissibility under the HGB. To ensure legal certainty, especially before registering or amending a company name in the commercial register, professional legal advice should be sought.
If you require legal advice, feel free to contact your Hamburg-based law firm BALIN LEGAL.
Note: This article does not claim to be exhaustive and does not constitute legal advice. Legal advice is provided only on a case-by-case basis following a review of the specific facts from a legal perspective.
Should you have any legal questions or require consultation, please send your inquiry via email to Attorney-at-Law Eugen Balin, LL.M. at: info@balin-legal.de
