The company name: rules, availability and protection

The company name (the “business name” in the technical sense) is not just marketing: it is the legal identity under which the business presents itself in the commercial register and in legal dealings. In Switzerland, choosing it follows precise rules that change according to the legal form. Getting it wrong means having the registration rejected or exposing yourself to challenges.

What the “business name” is

The business name is the official name under which the business is entered in the commercial register. It should be distinguished from:

the trademark, which protects a distinctive sign for products or services (registered with the IPI, the Swiss Federal Institute of Intellectual Property);
the domain name and marketing signs.

Business name, trademark and domain can coincide, but they are separate protections: registering the business name does not automatically protect the trademark, and vice versa.

The rules by legal form

The requirements change markedly.

Sole proprietorship and partnerships

The business name must contain the owner’s surname (with or without the first name). E.g. “Rossi Consulenze”.
In a general or limited partnership, the business name contains the surname of at least one partner with an addition indicating the partnership relationship (e.g. “Rossi & Co.”).
Descriptive or fanciful additions are allowed, provided they are not misleading.

AG and GmbH

They enjoy freedom in forming the business name: they may use fanciful, descriptive or personal names.
It is mandatory to indicate the legal form in the business name: “AG” (public limited company) and “GmbH” (limited liability company). In the Italian versions these correspond to SA and Sagl.

The principles common to all business names

Regardless of the form, the business name must respect three fundamental principles:

Truthfulness: it must not contain indications contrary to reality (e.g. suggesting activities not carried out).
No deception: it must not mislead the public about the nature, size or scope of the business.
No conflicting public interest: names that evoke public bodies, or national or territorial indications (“Switzerland”, “Suisse”, names of cantons/cities) are subject to limits and require specific conditions and authorisations.

Availability: checking the name

Before filing the incorporation deed, it is advisable to check that the chosen business name can be used.

For AG and GmbH the principle of exclusivity throughout Swiss territory applies: the business name must be clearly distinguishable from every other business name of a corporation already registered in Switzerland.
For sole proprietorships and partnerships, protection is generally limited to the place of registration: the business name must be distinguishable from those already registered in the same locality.

The practical check is done using the central business-name index (Zefix) and, to avoid conflicts, also by checking registered trademarks and domain names. A business name that is free in the register may still infringe an earlier trademark.

Legal protection of the business name

Once registered, the business name enjoys protection:

The holder of a registered business name can prohibit the use of confusingly similar business names by third parties and, in the event of infringement, take action to stop the use and claim any damages.
Protection is broader for corporations (national scope) and more limited for sole proprietorships and partnerships (local scope).
Business-name protection sits alongside, but does not replace, that of the trademark and the rules on unfair competition.

For complete protection of your distinctive sign, it is worth thinking on several levels: business name in the commercial register, trademark with the IPI, and domain name.

Common mistakes to avoid

Choosing a name that is too generic or descriptive, hard to defend against use by others.
Failing to check for the existence of similar earlier trademarks, with the risk of having to rename at high cost.
Forgetting the mandatory indication of the legal form for AG and GmbH.
Using territorial or national names without meeting the required conditions.
Registering the business name but not the domain or trademark, leaving exposed the channels through which the business communicates.

In short

Choosing the business name should be treated as a strategic decision: identity, availability and protection must be assessed together, before incorporating. A well-chosen and properly protected name avoids blockages at the registration stage and future disputes.

Do you want to check the availability of the name and set up the business name, trademark and legal form correctly? SIH ONE supports you in the choice and in the incorporation of your company in Switzerland.