Crucially essential: the company name
Choosing a name for your company is one of the most important decisions you will make as a business owner in the foundation phase. Not only does the name need to accurately represent your brand and what you stand for, but it must also comply with legal requirements and avoid causing confusion or misrepresenting your business in any way.
In order to register your company with the Registry of Commerce, there are certain statutory requirements that you must follow. The name you choose must be unique and cannot be identical to another company that has already been registered, be it a start-up or established enterprise. Additionally, the name must not violate any other rules set forth in the 'Internal Directive on the Examination of Company Identity', such as being offensive or misleading.
Endless freedom, based on strict requirements
While there are strict requirements that must be met, business owners do have some freedom in choosing a name that reflects the company's values and purpose. As long as the name is not in violation of any legal or ethical standards, the possibilities are endless.
It is important to note that if your chosen name is rejected by the Registry of Commerce, it can be a major setback for your business. That is why it is crucial to follow some important rules when deciding on a name for your company. Some key considerations include conducting thorough research to ensure the name is not already in use, avoiding names that are too similar to competitors, and selecting a name that accurately represents your brand and the previously defined company purpose.
In conclusion, choosing the right name for your company is a critical step in building a successful brand. While there are certain legal requirements that must be met, business owners have the freedom to choose a name that is both unique and reflective of their brand. By following important rules and conducting thorough research, you can ensure that your company's name is both legally compliant as to the entry in the the Registry of Commerce and a true representation of your brand.
Rules for company name
General Rules for company names
If a company is registered in the Registry of Commerce, there cannot be another company with the same name.
The company's name must be clearly distinguished from any company already registered in Switzerland that has one of these legal forms (Art. 951 CO).
A company name must not be misleading as to the field of activity in which the company operates. There is a risk of misleading if the name contains one or more terms referring to an activity, product or service that is not mentioned in the wording of the (statutory) purpose or if the company name only refers to an ancillary purpose thus masking the main activity of the legal entity.
Companies containing the indication of the legal form several times are not permitted. The inversion of identical elements may, depending on the circumstances, not be sufficient to distinguish two companies. The company must not raise doubts as to its legal form.
The company name may not contain official designations. The following terms are considered official designations: "confederation", "federal", "canton", "cantonal", "commune", "communal" and all other terms or expressions referring to a Swiss authority or to a state or semi-state activity. (Art. 6 LPSt). Official designations and indications that can be confused with them may only be used by legal entities that exercise a state or semi-state activity (Art. 9 para. 2 LPSt).
Geographical designations may be used freely in companies. Geographical designations (including their translations) are: national, territorial and regional names; names of corporations under public law (state, canton, district, municipality); place names; general expressions (international, overseas, worldwide, global).
National, territorial and regional designations, public law corporations (state, canton, district, municipality) and localities may not be used as the sole elements of the company.
The names of mountains, passes, hills, rivers, lakes or seas may be used freely.
Anyone must be able to write the company name correctly as entered in the Registry of Commerce. All letters, upper or lower case, of the Latin alphabet and all Arabic numerals may be used freely to compose the company: grammatical rules are not decisive for the spelling.
Spelling rules
The company name may be formed by upper case, lower case or both.
The handwriting of a name must be written in Latin characters.
Punctuation marks are only permitted as company elements when combined with letters and numbers.
Isolated punctuation marks and repetitions or combinations of punctuation marks are not allowed.
The graphic particularities of the company's identity (design, logo, colour, bold, italic, etc.) cannot be entered in the Registry of Commerce.
A maximum of one space may be interspersed between the individual signs.
Companies must not include special characters.
Permitted signs must also be used uniformly in translations (&, +).
The distinctions between capital/small letters lead to cases of identity.
Distinctions between spaces (between signs or between words) lead to cases of identity.
Distinctions between softened vowels ('Umlaut' ae = ä; oe = ö; ue = ü) lead to cases of identity.
Distinctions between straightened vowels ('Umlaut' ae = ä; oe = ö; ue = ü) do not lead to cases of identity for companies containing a first name/surname.
The distinctions between diacritical signs (e = é = ê = ë) lead to cases of identity.
Distinctions between different spellings of generic concepts (e.g. ph = f; tz = z; c = k = ck, etc.) lead to cases of identity.
Distinctions between numbers written in natural form and numbers written in letters lead to cases of identity.
Rules for sole proprietorships
The owner's surname constitutes the main element of the company (Art. 945(1) CO).
The surname must correspond to the official, full and current name.
Any double surname must be reported without a hyphen.
If the company contains other surnames perceived as such, the owner's surname must be deducted from it (Art. 945(2) CO).
Foreign nationals who normally use their spouse's surname instead of their official surname must always indicate the latter in the company.
The company may neither submit additions that hint at a company relationship (Art. 945 para. 3 CO) nor additions that refer to other legal forms.
The company may also bear the other surnames (i.e. also the surname used) provided that the official surname of the owner is clearly indicated.
Expressions referring to collaborators may appear in the company if it is clearly recognisable that it is a sole proprietorship.
Rules for the Ltd. / LLC.
The legal form (Art. 950 para. 1 CO) must always be indicated in full or in abbreviated form (Art. 950 para. 2 CO, Annex to the ORC), in upper or lower case.
The legal form (in full or abbreviated) must be a distant element (one space) from the company name.
The indication of the legal form in full may be combined with another term if it remains recognisable.
The company name of a commercial or cooperative society may contain one or more surnames. The principle of truthfulness does not require that the surname in the company name corresponds to that of one of the partners.
