Starting a Business in Berlin

36 37 Starting a Business in Berlin A Beginner’s Guide KEY CRITERIA WHEN NAMING A COMPANY Legal form suffix Every company name must include the appropriate suffix so that the business’s liability commitments are clear to third parties. Abbreviations that are readily understood can be used, such as e.K. for registered commercial trader (einge- tragener Kaufmann) or GmbH for a limited liability company (Gesellschaft mit beschränkter Haftung). Standing out from the crowd Company designations such as ‘Lederwaren OHG’ (Leather Goods OHG) or ‘Reise KG’ (Travel KG) would be much too general. More suitable options would be ‘Gisbert Gerber Lederwaren OHG’ or ‘Santa Nirgendwo Reise KG’. Clearly distinguishable During the registration process, the court of registration will ascertain whether the chosen company name is the same as or similar to that of another business within the same boro- ugh (of the state of Berlin). Unambiguous and honest Misleading names are unlawful. This means they must not contain information that could confuse potential customers about the true nature of their business. Examples would be ‘Deutsche Sicherheit e.K.’ (German Security e.K.) for a small, regionally operating one-man security business, or ‘Hunde- glück GmbH’ (Doggy Joy GmbH) for a car dealership. Sole proprietorships and partnerships constituted under civil law As a sole proprietorship, you must use your first name and surname in business transactions. Descriptions of your type of business and information about the work you do can be added, e.g. ‘Klara Kunze, Art Dealer’. Partnerships under civil law must list all the names of the partners (first names and surnames). Sole proprietorships and partnerships under civil law may also use additional establishment or business desi- gnations, such as ‘Fine Dining’ for a restaurant or ‘Heartfelt Letter Agency’ for a writing service. These designations are not, however, part of your company’s official name. Whilst they are permitted, they may not be registered with official agencies (such as the Ordnungsamt) nor used in isolation in business correspondence. The naming of companies Many people starting up in business refer to their company, although their enterprise is not strictly speaking a company unless it has been entered in the Commercial Register. The company name is the legal name of an enterprise under which it is listed in the Commercial Register, and which appears in business transactions and in the conclusion of contracts. One advantage of being listed in the Commercial Register is that the company is then protected against companies wis- hing to use the same or a similar name, at least at regional level. The Commercial Code (HGB) governs how a company is named, with the same principles applying to all legal forms. CHAPTER 3