“eGbR” as the supplement for the legal form of a company can also be used before the actual name of the company

With the Act to Modernize the Law on Civil Law Partnerships (MoPeG), which came into force on January 1, 2024, it is possible for civil law partnerships to be entered in the company register. Registration is then accompanied by the obligation to use the designation “eingetragene Gesellschaft bürgerlichen Rechts” (i.e. registered company under civil law) or in the shortform “eGbR” as part of the company name. This requirement with regard to the supplement of the legal form is also fulfilled if this addition is placed in front of the company name.

Facts of the case

The decision of the Higher Regional Court of Hamburg (Oberlandesgericht, "OLG") was based on the following facts: A GbR applied for entry in the company register with its company name “eGbR B”. However, the register not only refused this entry, but also demanded a change in the name of the company. In the opinion of the registry court, the addition of the legal form (in this case “eGbR”) must appear after the name of the company (in this case: “B”). The company objected to this decision with its appeal.

The decision of the OLG Hamburg of April 22, 2024 – 11 W 19/24

The appeal was successful. The Court decided that the exact position of the supplement of the legal form within the company name can also be chosen. The supplement of the legal form could also be placed in front of the real name of the company. In this regard, the same requirements as for other economic operators (e.g. sole traders, general partnerships, limited partnerships, joint stock companies and limited liability companies) apply to the eGbR.

In the opinion of the court, the decisive requirement that the legal form of a company has to be clearly recognizable in the name of the company is also fulfilled in the case that the legal form is placed in front of the following name of the company. This is because also in this form the purpose to inform and to protect third parties is also be fulfilled. The fact that in this case the company is a registered company under civil law is made clear by the company name “eGbR B”.

Practical note

The name of a company characterizes the company externally. The company name is therefore of considerable importance for the perception of the company in legal and commercial transactions. In principle, companies can freely design their company name. However, the shareholders/partners must observe certain restrictions and requirements. In particular, a company name (i) shall not be misleading, (ii) shall be clear and distinguishable and (iii) shall distinguish the company externally.

The legal form must also be included as part of the company name. This is to protect third parties by providing clarity about the business partner and its legal form (in particular also with regard to liability), and thus also makes it possible to differentiate between different company forms.

That the GbR can also be inserted in the company register is an improvement based on the new Act to Modernize the Law on Civil Law Partnerships (MoPeG), which came into force on January 1, 2024. Since then, it has been possible to register a GbR in a public register. The consequence of the entry is that such a GbR entered in the company register is identified by the name affix “eGbR”.

With the entry into the company register, the essential facts of the company are also mentioned in the register and are therefore transparent (e.g. name, registered office, address, details of the individual partners, representation relationships). This provides greater protection for the public for.

Whether or not a GbR is registered into company register is generally at the discretion of the respective partners. There is no obligation to register. However, in several cases there is an obligation to register: if the company wishes to hold rights in its assets that are subject to registration (e.g. in the case of real estate ownership or the acquisition/holding of shares in other companies).

The decision of the Higher Regional Court of Hamburg continues a currently more liberal trend in jurisprudence in connection with company names and accepts further creative freedom for the naming of a company. However, there are still limits for special signs or pictograms that cannot be articulated and for the use of non-Latin characters (such as Arabic or Chinese).

Overall, shareholders should pay attention to unambiguous elements of the company name and unambiguous additions when they choose a company name in order to avoid rejection by the registry court. Rejections of companies by the registry court are annoying and sometimes lead to time-consuming and costly changes, combined with damage to the company's image that should not be underestimated. Companies and their shareholders can avoid this by consciously designing the company name.