A company operates and participates in legal transactions under a business name, which it had registered in accordance with the registration act. By the provisions of Articles 22 to 30 of the Companies Act are regulated elements of the business name (mandatory, optional and prohibited), the language and alphabet of the business name, as well as rules for its usage and protection.
Mandatory Elements of the Business Name
A business name shall contain the company name, legal form and place of the company seat.
The company name is a characteristic part of the business name which differentiates that company from other companies.
Legal form is indicated in the business name as follows:
- For a general partnership by the word “general partnership” or the abbreviation “g.p.” or “gp”
- For a limited partnership by the words “limited partnership” or the abbreviation “l.p.” or “lp”
- For a limited liability company by the words “limited liability company” or the abbreviation “l.l.c.” or “llc”
- For a joint stock company, by the words “joint stock company” or the abbreviation “j.s.c.” or “jsc”.
The words “in liquidation” are added to the business name of a company undergoing the procedure of liquidation.
The business name also includes other elements if so provided by law. The business name may also include the description of the company’s business activity.
Abbreviated Business Name
A company may use in its operations an abbreviated business name in addition to the business name, under the same conditions under which it uses the business name.
The abbreviated business name shall contain the company name and legal form and is registered in accordance with registration act.
Language and Alphabet of the Company’s Business Name
The company’s business name is in Serbian language, in Cyrillic or Latin alphabet. As an exception, the company name may be in a foreign language or may include certain foreign words or characters, in Latin alphabet of English language, as well as Arabic or Roman numerals.
The company may use in its operation the translation of the business name or the translation of the abbreviated business name in a national minority language or a foreign language, at the occasion of which the name is not translated. Translation of a business name is registered in accordance with the registration act.
Usage of Business Name, Stamp and Other Data in Documents
Business letters and other company’s documents, also including the ones in electronic form, that were addressed to third parties, contain the business name or abbreviated business name, seat, mailing address if it differs from the company seat, the company registration number and the company’s tax identification number.
In addition to the business name, the company may use a coat of arms, flag, emblem, logo or other symbol of the Republic of Serbia or a foreign state, domestic territorial unit or autonomous province, international organization, with consent of the competent authority of that country, domestic territorial unit and autonomous province or international organization.
Company is not under an obligation to use a stamp in its business letters and other company documents, unless otherwise provided by law.
A company shall not rely on deficiencies in regards to the form of business letters and other documents prescribed by provisions of the Companies Act against bona fide third parties.
Restrictions to the Transfer and Use of the Name
The company name may not be transferred to another company, except as a consequence of a status change whereby such name is taken over by the recipient company from the transferring company that ceases to exist by virtue of the status change.
If a legal person who is a member of a company, the name of which is included in the business name of the company ceases to be the member of that company, that company’s name may continue to include such name only with that persons’ consent.
Restrictions Regarding Business Name
A company’s business name shall not be such as to:
- Offend the public morality
- May lead to misconception regarding the company’s legal form
- May lead to misconception regarding company’s predominant activity.
A business name that does not meet the above mentioned conditions may not be registered in the business entities’ register.
In case that the business name offend the public morality the public attorney of the Republic may file an action to the competent court against the company that commits such breach (hereinafter referred to as: the offending company), demanding a change of name of the offending company. The proceeding following the action is urgent.
Once the judgment ordering the change of the offending company’s name becomes final, the court delivers it to the business entities’ register for registration purposes. If the offending company does not change its name within a term of 30 days of the finality of the judgment, the business entities’ register, ex officio, launches the proceeding of enforced liquidation of the offending company
Protection of Company’s Name
A company’s name may not be identical with another company’s name.
A company’s name shall differ from another company’s name so that it does not mislead in terms of company’s identity with regard to another company.
An interested party may file an action against the company in breach (hereinafter referred to as: the offending company) in which it may demand:
- Change of the offending company’s name and/or
- Compensation of the damage incurred.
The action may be filed within three years of the day of registration of the offending company’s name in keeping with the registration act. The proceeding following the action is urgent.
Once the judgment ordering the change of offending company’s name becomes final, it is delivered by the court to the business entities’ register for the purpose of registration. If the offending company does not change the name within a term of 30 days from the finality of the judgment, the business entities register initiates, ex officio, the procedure of enforced liquidation of the offending company.
Provisions of the Companies Act relating to protection of company’s name do not affect the rights of the interested party uunder regulations on unfair competition and regulations on the protection of intellectual property.
Restrictions on the Use of National or Official Names and Symbols
A company’s business name may include the name of the Republic of Serbia or its territorial unit and autonomous province, with prior consent of the competent authority, in accordance with law.
The company’s business name may include the name of a foreign state or an international organization, with consent of that country’s or international organizations’ competent authority.
The above mentioned restrictions also relate to the names in a foreign language, and to their respective case forms.
Notwithstanding, the consent is not necessary if the founder’s business name contains the name of that country, domestic territorial unit and autonomous province or international organization.
At the request of the country, domestic territorial unit and autonomous province or international organization whose name is an integral part of the company’s business name, its name shall be deleted from the company’s business name in the register of business entities.
Restrictions on Use of Personal Names
A company’s business name may include a natural person’s name with his consent, and if that person is deceased, the consent of his legal heirs.
If a company member whose personal name is included in the company’s business name ceases to be the member of that company, that company’s business name may continue to include such personal name only with that person’s consent, or, if that person is deceased, with the consent of his legal heirs.
Notwithstanding the existence of consent, if a company, in its operations or otherwise, offends the honor and reputation of the person whose name was entered in its business name, that person, and if that person is deceased, his legal heirs, may file an action to the competent court to request deletion of his name from the company’s business name and compensation of possible damage inflicted on him.