Any business, including a GbR (partnership under civil law), should have a name that is catchy and meaningful. However, given the special legal formation of a GbR, there are certain things that you need to take into account. In this article, you will discover why a GbR does not have a formal trading name, and how this differs from a business name. We will also explain what requirements you will need to meet when choosing a name for your GbR, and which content you are not permitted to use. Finally, we will include some hints and tips on how to check and change the name of your GbR.
What's in this article?
- Why does a GbR not have a formal trading name?
- What requirements does a GbR's name need to meet?
- What content is not permitted in a GbR's name?
- How can you check the name of a GbR?
- How can you change the name of a GbR?
Why does a GbR not have a formal trading name?
A Gesellschaft bürgerlichen Rechts (civil law partnership), or GbR for short, is the most general and basic legal formation of a partnership under German law. A GbR can be founded informally by two or more people in order to carry out a project. It does not need to be entered into the Commercial Register. Therefore, a GbR is – in the legal sense – not a formal business and does not have a formal trading name. It only has a business name.
What is a formal trading name?
A formal trading name is the official name of a business. It is used for business transactions, helps to identify the business's operations and also ensures that the business can be differentiated from other businesses. All businesses registered in the Commercial Register are required to have a formal trading name. This applies to stock corporations, trading businesses and sole proprietors who are registered as traders.
A trading name can be freely chosen and is not subject to any specific conditions, as long as it does not infringe any naming rights or is already protected by another business. For example, it is possible to use a fictitious name or newly coined word. The partners' names do not necessarily need to form part of the trading name. For context, this is because the Commercial Register allows you to view the individuals behind a trading name or business at any time.
What is a business name?
A business name is the name for businesses that are not registered in the Commercial Register. This applies to both GbRs and self-employed freelancers and small business operators. Unlike the formal trading name, the requirements for choosing a business name are somewhat stricter, as the name must make a clear reference to the partners (i.e. by including their names). The business name is stated in all official documents, on the business website and in any business correspondence. This is because the parties who are economically responsible for a GbR are not registered in any public directory. Despite this, the business name should ensure complete transparency about who the individuals behind the GbR are, and this should be clear to customers, suppliers, contractual partners and the public.
What is a commercial name?
The business name must be distinguishable from the commercial name. The commercial name is an unofficial name that the GbR may use in external communications – for example, on its website, in advertising or on packaging. The name may be freely chosen provided that it does not violate any existing rights. The commercial name may not be used for official purposes. These include official documents or business correspondence. For example, invoices are invalid if they only contain the commercial name.
What requirements does a GbR's name need to meet?
When it comes to the GbR's business name, the partners have a few options. However, there are two requirements that must be adhered to:
- The business name must contain at least the surnames of the partners. The first names are optional.
- The business name must contain the legal formation "GbR" at the end.
Here are some examples of business names for a GbR:
- Manuel Schmidt und Martina Müller GbR
- Schmidt und Müller GbR
- Schmidt, Müller & Köhler GbR
As well as this basic information, the GbR's partners have the option to add more general names. This may include – among other things – product, business or industry names that reference the business's field of activity.
Here are some examples of business names for a GbR with additional industry-relevant names:
- Computerservice Manuel Schmidt GbR
- Schmidt & Müller Art Dealers GbR
- Manuel Schmidt & Martina Müller Coaching GbR
- Schmidt & Müller Real Estate GbR
- Martina Müller Photography GbR
In addition to any industry-relevant additions, it is also possible to add fictitious terms that don't have any direct connection to the partners or their activities. However, you should ensure that any fictitious names do not contain inappropriate content. In case of doubt, we recommend consulting the responsible authorities such as the tax office, trade office, Chambers of Commerce and Industry, and the Chamber of Crafts.
Here are some examples of business names with additional fictitious names:
- Manuel Schmidt Horizon GbR
- Schmidt und Müller RedDoor GbR
- Schmidt, Müller & Köhler Freedom GbR
Regardless of whether industry or fictitious names are added to the business name, the following principle applies: the additions must not be misleading or give the impression that the GbR is listed in the Commercial Register.
What content is not permitted in a GbR's name?
In addition to the requirement that the GbR's business name must contain the surnames of the partners and the legal formation, there are also clear regulations governing what content is not permitted. This includes, for example, statements of place or locality such as:
- Hamburg Art Dealer Manuel Schmidt GbR
- Thuringia Real Estate Schmidt & Müller GbR
- German Müller Photography GbR
Other items that are not permitted include references to the size, importance or performance of the GbR, such as:
- Martina Müller Global GbR
- Schmidt und Müller International GbR
- Schmidt, Müller & Köhler Group GbR
- Manuel Schmidt Photography Center GbR
- Schmidt & Müller Institute GbR
Furthermore, the GbR's business name may not contain the terms "partner" or "partnership". This is due to the potential risk of confusion with partnership businesses (Partnergesellschaften) where these additions are commonplace. As such, the following examples would not be permissible GbR names:
- Manuel Schmidt & Partner GbR
- Müller, Schmidt & Köhler, Coaching Partnership GbR
Any additions implying the business's succession plans are also not permitted in a GbR's name. These include, for example, the phrases "formerly" and "& sons". Therefore, the following examples would not be permitted:
- Martina Müller, formerly Manuel Schmidt GbR
- Manuel Schmidt & Sons GbR
Academic titles are only permitted if they make a personal reference to the partners (e.g. "Dr. Martina Müller GbR"). These are not permitted in other contexts:
- Dr. Art Dealer GbR
- Prof. Photoshop, Manuel Schmidt GbR
A business name made up solely of abbreviations or a combination of letters and numbers is also prohibited for a GbR. This would apply for names such as:
- N.Z.N. GbR
- QTU123 GbR
Well-known and protected brand names cannot be copied or imitated due to the risk of confusion with similar business names:
- Kodack Photography GbR
- Sammsung Computerservice GbR
In a GbR, there is no limitation of liability to cover only the business's assets. Therefore, the addition of "mbH" is not permitted. Adding this would be a violation of competition law due to misrepresentation under false pretences (Section 3 of the Act Against Unfair Competition). The same applies to the word "Limited". The following GbR names would, therefore, not be legal:
- Manuel Schmidt GbR mbH
- Schmidt, Müller & Köhler Limited GbR
How can you check the name of a GbR?
If the partners have already chosen a name for their GbR, they should check whether it has already been claimed (i.e. whether it is already being used elsewhere). In principle, the use of your own name is protected (Section 12 of the German Civil Code). Additionally, it is quite unlikely that the combination of several partner names will already be in use – particularly if the name includes additional trade information or a fictitious name. However, we recommend double-checking to be on the safe side.
Due to the fact that a GbR and the corresponding business name are not entered in the Commercial Register, you should carry out an initial round of research using online search engines. You should also check whether the business name already exists as a domain name. Social media profiles can also provide a good indication of whether a name is already in use or still available.
We also recommend carrying out a search at the German Patent and Trade Mark Office (DPMA) to ensure that the GbR name does not violate any trademark rights or contain barred terms. It is also possible to submit an enquiry to the Commercial Register – this can give you peace of mind that your chosen business name is not already being used as a business name elsewhere.
How can you change the name of a GbR?
You can change the GbR's business name at any time. However, this requires the consent of all the partners and an amendment of the memorandum of association – if one exists. The new name must then be used consistently across all business documents.
The Act to Modernise the Law on Partnerships (MoPeG) came into effect in January 2024. A "Registered Partnership under Civil Law" is registered in the newly created Companies Register and thus acquires legal capacity. A name change must also be recorded in the Companies Register.
As GbRs may voluntarily add themselves to the Companies Register, any name changes must also be noted there.
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