What is a company name in legal terms anyway?
A company name is the name under which a business is entered in the commercial register. Legally, this is referred to as the «company». It is not the same as a trademark, a logo, a domain, or a social media handle.
This is important because each of these signs functions according to its own rules. The company identifies the corporate entity in legal relations. A trademark, on the other hand, identifies goods or services. A domain is initially just an internet address. In practice, these elements can be identical, but they do not have to be. For this very reason, just finding a nice name is not enough. You must check whether this name is legally sustainable.
Corporate law permits imaginative names, indications of the business activity, and further descriptive additions. However, the content of the company name must be true, must not cause deception, and must not contradict any public interest (Art. 944 Abs. 1 OR). This sounds abstract but has concrete consequences. A small local advisory office should not present itself as if it were a state institution, a university, or an international corporation if that is not true.
What basic rules apply when choosing a name?
A good company name is not only creative, but also distinctive. For founders, this means: The name should clearly indicate who is behind it, must not raise false expectations, and must have sufficient distance from existing companies.
Special rules apply to sole proprietorships. Anyone who runs a business as a sole owner must include their family name with or without their first name in the company name (Art. 945 Abs. 1 OR). Furthermore, no addition may be used that falsely suggests a corporate partnership (Art. 945 Abs. 3 OR). A sole proprietorship must therefore not sound as if multiple partners are behind it.
For commercial companies such as stock corporation, LLC, general partnership, or cooperative, the choice is freer. However, the legal form must be indicated in the company name (Art. 950 Abs. 1 OR). An LLC therefore needs the addition «LLC» (or «GmbH»), and a stock corporation the addition «AG». Although this legal form addition helps with classification, it does not automatically make a name sufficiently distinctive.
Why is a simple ZEFIX search not always enough?
If you want to check your company name in Switzerland, the Central Business Index ZEFIX is a useful first step. There, you can search for existing companies and see whether identical or similar names already appear in the commercial register.
A ZEFIX search is, however, only the beginning. The reason lies in the system of company name protection. The company name of a commercial company or cooperative must differ significantly from all companies of such legal entities already registered in Switzerland (Art. 951 OR). The company name registered in the commercial register and published in the Swiss Official Gazette of Commerce belongs to the authorized person for exclusive use (Art. 956 Abs. 1 OR). Anyone affected by unauthorized use can request an injunction and, in case of fault, damages (Art. 956 Abs. 2 OR).
The commercial register authorities review the registration, and the Federal Office for the Commercial Register approves entries if the law and ordinance are complied with (Art. 32 Abs. 1 HRegV). Nevertheless, registration does not mean that a conflict is never threatened. In practice, the registry review primarily prevents obviously inadmissible registrations. Very similar names can still remain problematic if an older company later enforces its rights under civil law. The responsibility to comprehensively clarify the name therefore remains with you.
How do you assess whether two company names are too similar?
Whether two company names can be confused is not decided by a mechanical calculation of letters. The decisive factor is the overall impression that the names leave on the public.
The Federal Supreme Court clearly states that companies must not only be distinguishable when compared directly. They must also be able to be kept apart in memory. Components that stand out due to their sound, meaning, or originality are particularly influential. Purely imaginative terms often have strong distinctive power. Descriptive additions such as «Consulting», «Immobilien», «Treuhand», or the legal form addition, on the other hand, are often weaker (BGer 4A_125/2019 E. 2.1).
In the decision «altrimo ag» against «atrimos immobilien gmbh», the Federal Supreme Court denied a risk of confusion under company law. It did not focus in isolation on individual matches such as letters, number of syllables, or vowel sequences, but confirmed the assessment based on the overall impression. Decisive factors included differences in sound, in emphasis, in the longer wording of the company name due to the addition «immobilien», and in the mental associations of the two imaginative terms (BGer 4A_125/2019 E. 2.3).
For founders, this means: Small differences can be enough, but they do not have to be. What matters is how the name sticks in the mind of an average addressee.
You should be particularly careful if your desired name adopts the strong component of an older company and only adds descriptive words. «NovaTech GmbH» and «NovaTech Consulting AG» would be, for example, significantly riskier than two names that are of similar length but have a different sound and meaning.
Why do you also need to check trademarks?
The most common trap lies in confusing company law and trademark law. A commercial register entry does not automatically protect your company name as a trademark. Conversely, an older trademark can prevent you from using your company name in the market as you planned.
A trademark is a sign that distinguishes the goods or services of one company from those of other companies (Art. 1 Abs. 1 MSchG). The trademark right originates with the entry in the trademark register (Art. 5 MSchG). In principle, priority belongs to whoever files the trademark first (Art. 6 MSchG).
It becomes problematic if your company name is identical or similar to an older trademark and you offer the same or similar goods or services. Such signs are excluded from trademark protection if there is a risk of confusion (Art. 3 Abs. 1 MSchG). The trademark owner can also prohibit the use of a confusingly similar sign on business papers, in advertising, or otherwise in business transactions (Art. 13 Abs. 2 lit. e MSchG).
That is why you should search not only in the commercial register but also in Swissreg, the database of the Federal Institute of Intellectual Property. If you want to operate internationally, you must also consider international trademarks with protective effect for Switzerland. Anyone who wants to check their company name in Switzerland therefore always looks at companies and trademarks.
What role do domains, website, and social media play?
Domains and social media names are not companies in the strict sense. Nevertheless, they can trigger conflicts if they are used in business transactions like a company identifier.
Suppose you establish an LLC with a legally unproblematic company name, but online you use a highly shortened domain that resembles an older company or trademark. Then the risk does not end with the commercial register check. What matters is how your company appears to the outside world. In the event of a dispute, trademark law, unfair competition law, or name law can also play a role alongside company law.
In practice, you should therefore check early on whether the matching .ch domain is available, whether similar domains are already being used, and whether social media profiles with the same or a very similar name are active. Even more important is the question of whether these appearances are visible in the same industry or to the same target group. The closer the offers and customer circles are, the sooner a conflict arises.
How do you proceed step-by-step when checking?
It is best to check your name in several circles. First, search the commercial register for identical and similar companies. In doing so, you should not only enter your exact desired name, but also spelling variations, singular and plural, phonetically similar terms, and typical abbreviations.
Then you check whether the name meets the basic rules of company law. It must not deceive, must fit the business activity, and must not contain protected or sensitive terms. You should be particularly careful with terms like «Swiss», «Bank», «University», «official», «Bund», «Kanton», or similar designations. Such words can raise false expectations or be subject to special rules.
Next comes the trademark research. Search for identical and similar signs in the relevant classes of goods and services. What matters is not just whether a trademark is written in the same way. Phonetic, visual, and conceptual similarities can also be relevant.
Finally, you check the domain, website, search engines, and social media. This is less formal, but entrepreneurially important. A name that is legally just about permissible can still be unwise if it is constantly confused online with an existing provider.
If you need support with the topic of incorporation, Jurata is always happy to help you. The incorporation packages from Jurata already include a free trademark search. This way you can directly have it checked whether your desired name is still available and avoid expensive legal conflicts right from the start.
What happens if you overlook a conflict?
A conflict can become expensive and troublesome. In the worst-case scenario, you must change the name, adapt your website, replace printed materials, inform customers, and rebuild marketing. In the event of a trademark or company name infringement, injunctive relief and, in case of fault, claims for damages can threaten (Art. 956 Abs. 2 OR, Art. 13 Abs. 2 MSchG).
Especially in the start-up phase, changing a company name is particularly annoying. You invest time in a logo, website, pitch deck, contracts, and customer acquisition. If the name is later dropped, you lose not only money but also recognition. Therefore, checking before incorporation is significantly more worthwhile than making a correction after the first conflict.
Conclusion: A good name is checked, not just creative
Checking a company name in Switzerland means more than a quick search in the commercial register. You should clarify whether the name is permissible under company law, keeps sufficient distance from existing companies, does not infringe on older trademarks, and does not lead to confusion online.
The most important rule of thumb is: The more distinctive and original a name component is, the more seriously you must take similar matches. Descriptive additions or a different legal form addition do not always save a name. Anyone who checks cleanly early on reduces the risk of objections, warning letters, name changes, and unnecessary costs.
A strong company name is therefore not just a branding decision. It is a legal foundation for your business.
