Bussiness name of a company or an entrepreneur
A business name is a basic and mandatory identification feature of any company, no matter the line of work, nor the businessman.
This issue has been regulated in the Company Law (Official Gazette of RS, no. /2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018, and 91/2019) as well as in the Law on Business Registers Agency (Official Gazette of the RS no. 99/2011, 83/2014 and 31/2019) because the name has to be registered when being registered in the Business Register.
The business name has to contain certain elements, regarding the fact that the business name differs if it is concerning a company or an entrepreneur.
Restrictions regarding Business Name
Law on Companies, in Article 27, paragraph 1 states that a company’s business name shall not be such as to:
1) Offend public morality;
2) May lead to a misconception regarding the company’s legal form;
3) May lead to a misconception regarding the company’s predominant activity.
A business name that does not meet the conditions referred to in paragraph 1 of this Article may not be registered in the business entities’ register, nor can it make any business.
Also, in case of breach of this Article, the public attorney’s office may file an action to the competent court, demanding a change of the offending company. It is an urgent proceeding, where the offending company is obliged to change its name within 30 days of the final judgment. Otherwise, the Business Register launches the proceeding of the compulsory liquidation.
Mandatory elements of a business name – company:
- Company name
- Legal form
- Headquarters
Mandatory elements of a business name – entrepreneur:
- First and last name of the entrepreneur
- Description of the line of work
- Mark „preduzentik“ or „pr“
- Headquarters
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The name – characteristic of a business name
Name is a characteristic part of any company and it serves for differentiating business subjects, and therefore cannot be identical to the name of any other company.
The business name will not be distinctive enough if the registered name changes by adding letters, space, dash, initials of the founder, or any other symbol. The same applies if the generic words are added, such as group, trade, komerc, club, export and similar. One should be cautious when using an abbreviation. For instance, if there is a partnership called „Petrović Transport“, some other partnerships will not be able to register their name as „Petrović Trans“, and the situation is identical with other words such as promet and prom, investment and invest, and so on.
It is important to emphasize that the name of a partnership cannot be transferred to another unless it is a consequence of status change when a company takes over another company which then seize to exist.
koje to poslove zaposleni ne može obavljati u svoje/tuđe ime i za svoj/tuđi račun bez saglasnosti poslodavca. Dakle, paušalne zabrane nisu dozvoljene.
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Legal form as an element of the business name
By the Law, the following regarding the business name is indicated:
1) For a general partnership by the word “General Partnership” or the abbreviation “G.P.” or “GP”.
2) For a limited partnership by the words “Limited Partnership” or the abbreviation “L.P.” or “LP”.
3) For a limited liability company by the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC”.
4) For a joint-stock company, by the words “Joint Stock Company” or the abbreviation “J.S.C.” or “JSC”.
The words “in liquidation” are added to the business name of a company undergoing the procedure of liquidation.
Next to the business name of the company undergoing the procedure of compulsory liquidation a designation “in compulsory liquidation” is added.
It is the rule that the business name is written in the Serbian language, in Cyrillic or Latin alphabet. As an exception, the company name may be in a foreign language or may include certain foreign words or characters, in the Latin alphabet of the English language, as well as Arabic or Roman numerals. The law allows the company to translate its name, in that case, the translation is registered.
A company may use in its operations an abbreviated business name in addition to the business name, under the same conditions under which it uses the business name.
The abbreviated business name must contain the company name and legal form and is registered by the Registration act.
Company Law, states in Articles 29 and 30, special limitations regarding the use of national or official names and symbols, that is to say, personal names in the business name of a company.
Zakon o privrednim društvima u čl. 29 i čl. 30 propisuje posebna ograničenja vezano za korišćnje nacionalnih ili službenih imena i znakova, odnosno ličnih imena u poslovnom imenu društva.
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Use of national or official names and symbols
If a company wants to register its business name containing the word „Serbia“, a word that represents the name of a territorial unit or autonomous province, it is necessary to attain the previous consent of the authorities. The stated applies for all derivatives of the mentioned words, all forms that are similar, translations, as well as the three-letter code SRB.
The company can also use the name of a foreign country or an international organization, with the consent of that country’s or organization’s authority.
Anyhow, no matter the given consent, at the request of the country, province, or organization whose name is an integral part of the company’s business name, the name can be deleted from the register.
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Use of personal names
If the personal name is being used it is also necessary that the person gives consent. If the person is deceased his/her legal heirs must give the consent. Even though the consent is given, the person whose name is being used, or legal heirs, may file an action to the competent court to request the deletion of his/her name and ask for the compensation.
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What is the pre-emptive tactic against the refusal of the request for name registration?
The register refuses the request for the business name registration if the conditions have not been met, that is to say, if the regulations have not been complied with. The request is also denied if the name, as an integral part of the business name, is not different from the name of any other company.
Since there is public access to the register, anyone can check what names are already taken. In that way, we can avoid registering the name similar to or same as someone else’s, therefore avoiding the refusal of the request.
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Legal protection
While considering every request, the registrator checks in the central register to determine whether there is any company carrying a similar or identical name. Since the mistakes can be made, the law provides the option to take legal actions.
There is a ground for legal action if the two companies have been registered with the same name at the same time, i.e. when the registrator has been misjudged the difference between the two names.
The prosecutor may ask for the change of the offending company’s name and/or compensation for the damage incurred, where it is enough to prove that the two names are in such extent alike that could trick the average consumer into thinking that it is the same company – so there is no need to prove that the consumers were tricked.
Several remarks need to be added here:
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- The right for taking legal actions lasts three days after the registration of the similar name
- This protective measure refers only to the business name
- The rights according to the regulations on unfair competition and regulations on the protection of intellectual property are not affected.
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Reservation of a business name
Reservation of the name is regulated in the Registration Act in the Register of Business Entities, and it is crucial for those who would want to realize a certain job, and then file an application of the business name.
Namely, the significance of the name reservation is the guarantee to the community that the company would pay fees and taxes according to the law under the same name which will not be taken in meantime, before the registration.
The name is reserved by applying with the proof of paid fee for the name reservation of the 1.000,00 dinars.
The registrator then sends the confirmation of the received application. After that, if all conditions are met, the confirmation of the name reservation is sent and filed in the database. If the conditions are not met, the refusal decision is made.
The name is reserved for a period of 60 days, but it can be renewed to 60 days more with the paid fee.
The reservation can be transferred to another person, until the expiration date, when the registrator informs that person and delivers the confirmation of the name reservation.
Authors: Attorney at Law Pavleski Aleksandar and trainee attorney Aleksandra Veselinovic
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