GER: 'v.de AG' not Eligible for Company Name Registration

May 2, 2025 Benn-Ibler Rechtsanwälte

The German Federal Court of Justice (Bundesgerichtshof, hereinafter BGH) has recently ruled that the company name 'v.de AG' cannot be entered in the commercial register as it lacks the distinctive character required under Section 18(1) of the German Commercial Code (hereinafter HGB). A company name must be suitable for clearly identifying the company in business transactions and distinguishing it from others.

In the case at hand, a German public limited company (AG) had amended its articles of association and applied to register the new company name 'v.de AG'. However, the Charlottenburg Register Court (responsible for registering companies and partnerships) and the Kammergericht (a court of appeal for civil and criminal cases) refused to register the name. An appeal lodged by the applicant was dismissed by the BGH.

The BGH justified its decision on the grounds that the company name component ‘v.’ is merely a generic term and therefore has no distinctive character. The addition of ‘.de’ as a top-level domain also does not give the company any distinctive character, as this is only understood by the public as an indication of an Internet address. A combination of a generic term and a domain extension is therefore not sufficient to meet the requirements of Section 18(1) of the HGB.

From a company law perspective, the uniqueness of an internet domain with the relevant registration authority has merely an indicative effect, not a defining one. The decisive factor is whether the company already has a distinctive character due to its essential components. The potential for registering other businesses with comparable monikers (e.g. .com as opposed to .de) also underscores the likelihood of misunderstanding.

The BGH has provided clarification that a company is not permitted to claim a right to equal treatment on the basis of the registration of similar companies in the commercial register. It is incumbent upon the registry court to undertake an independent examination in each individual case. It is not claimed that equal treatment should be granted in cases of injustice. The BGH concluded by emphasising that the choice of a distinctive company name also serves the public interest in clear company identification and the need for freedom of use in business transactions.

BGH II ZB 9/24 (11 March 2025)