- October 26, 2018
- Legislation
- Yulia Vazhenina
Choosing the name of the organization is no less important than developing a business plan, drawing up a financial scheme and other stages of launching a startup. A correctly chosen name of a legal entity will create the necessary image of the association among consumers, increase the level of trust of counterparties and consolidate its position in the market of goods or services.
And today we will tell you how to choose a name for a future enterprise, what rules need to be followed, and what is the legal name of the organization for Pyaterochka and other companies.
What should the name be:
- memorable;
- reflecting the scope of activity;
- convenient and understandable;
- meet the marketing goals of the project.
But in addition to the creative component, there are also legal nuances that should be taken into account when forming a company name.
What is meant by the name of the organization
The organization name is the name of the legal entity officially registered by the tax authorities, identifying the company, its type of activity and legal form.
Regulatory documents allow the registration of several types of enterprises: limited liability companies, public and non-public joint-stock companies, partnerships, peasant farms, state and municipal unitary enterprises. All of them must have a legal name.
This rule does not apply to individual entrepreneurs. Individual entrepreneurs are identified by the last name and first name of the registered person.
Most often, beginning businessmen choose the LLC form to establish a new enterprise. Joint stock companies are a suitable option for large corporations or owners of several lines of business, since registration involves significant financial investments.
What are the legal requirements?
The choice and formation of the structure of the company name is regulated by Federal Law No. 14-FZ of 02/08/1998 and the Civil Code of the Russian Federation (Art. 1473).
So, they establish the basic rules and requirements, which for convenience are given in the table.
Title requirements | Duty or right | Mandatory use |
Full legal name of the organization | Duty | Limited Liability Company |
abbreviated name | Right | OOO |
Full name in foreign languages or languages of the peoples of the Russian Federation | Right | in Russian transcription |
Abbreviated name in foreign languages or languages of the peoples of the Russian Federation | Right | in Russian transcription |
It is also desirable, and sometimes necessary, to provide a direct indication of the type and type of activity. For example, for insurance companies the name may look like Joint Stock Company Insurance. Organizations working in the field of issuing loans secured by property - LLC Lombard "Bystry". For banking enterprises - PJSC Bank Safe.
The most popular abbreviations for trading and manufacturing companies are:
- TD - trading house;
- PKF is a production and commercial company;
- NPO - scientific and production association;
- SK – construction company (but can also be used by insurance organizations);
- TP is a trading enterprise.
It is prohibited to use full, abbreviated names of states and derivative words from them. For example, companies with the names Spain LLC or English Yard LLC may not go through the registration process with the tax authorities, but London Tea House LLC will not encounter any obstacles.
The situation is similar with the use of official names of government agencies, structures, and public associations. For example, Governor's Administration LLC will face many questions from the registration department.
The name “Product Delivery” LLC will also be problematic, since it only reflects the type of activity. But LLC “From order to delivery in half an hour” may well be a working option; moreover, such a company name will allow you to set yourself apart from competitors and tell the buyer about your unique offer.
It is also not allowed to use names that violate moral principles, insult or discriminate against other people. For example, the names of the LLC - “Only for Russians”, “Blacks Overboard”, “Drowned Mu-Mu” may result in refusal of registration.
Words that cannot be used in the name of an LLC
Clause 4 art. 1473 of the Civil Code of the Russian Federation directly indicates words that cannot be used in the company name of an LLC:
- full or abbreviated official names of foreign states, as well as words derived from such names;
- full or abbreviated official names of federal government bodies, government bodies of constituent entities of the Russian Federation and local government bodies;
- full or abbreviated names of public associations;
- designations that are contrary to public interests, as well as the principles of humanity and morality.
In fact, that’s why they closed the registration of Kitchens from Italy LLC.
Abbreviated and full name of the legal entity
For commercial organizations, the full legal name implies the presence of the phrase “Limited Liability Company”, an indication of the type of activity and the name of the company.
For example, Limited Liability Company, construction company.
The abbreviated name will include the abbreviation LLC. In this case, it may look like this: SK Babylon LLC.
You can also use various combinations of phrases in the name. By choosing “Natalia, Irina, Christina and family” as the name of the society, you can get the shortened version “NIK and family”.
Among the world-famous abbreviation methods, the legal name of the organization is PJSC VimpelCom. The full name sounds like PJSC “Vympel-Communications”.
In documents (agreements, powers of attorney, orders, letters, etc.) it is allowed to use both spellings of the company name.
Classification of names for companies and projects
Any word can potentially become a name for a brand, but its choice will determine the initial interest of your target audience in the presented brand and product, and will also open up opportunities for further expansion of the network and entering the international market.
Main semantic types of names
Based on the meaning of the brand name itself, the following groups are distinguished:
- Names - this can be a randomly chosen name of a person (furniture factory "Maria"), the names of famous personalities and characters ("Napoleon", "Tesla"), the founder's own name).
- Geographical names and objects - names of rivers, mountains (“Fuji”), as well as their derivatives (Ural Bank).
- Totems are the names of animals, birds, plants, fish or insects (“Jaguar”, “Puma”).
- Associative - words that are associated with a product or service sector, but are not a professional term (Prostokvashino dairy products).
- Industry - description of the direction of activity of a company or organization (“Petrovsky Meat Processing Plant”).
- Numerals are numbers and numbers that reflect some feature of the brand (7-11 work schedule, Pyaterochka pricing policy).
Types of names by word formation
When considering options for how to come up with the right brand name, you can use traditional forms, complex derivatives, and even made-up words that are some combination of simple components. On this basis the following groups are distinguished:
- Simple names are words or phrases used in literary speech (the Carpets store).
- Abbreviations (acronyms and abbreviations) - are used if a large amount of information needs to be included in the name, but in the expanded version the name becomes too difficult to understand (“MTS”, “NASA”).
- Compound - word-forming parts (suffixes, prefixes, double letters, endings) are added to the original word, several words are combined into one, foreign words are translated and other transformations are performed (“SurgutNefteGaz”).
- Fictional is a radically new or non-literary word used in colloquial speech (“Agusha”).
Languages, numbers and numbers in the title
If in some countries, for example, in India, several languages are approved as official, then in the territory of the Russian Federation only one is used - Russian. Therefore, all full names can consist of letters of the Russian alphabet. All borrowed or foreign words must be used in Russian transcription. For example, Public Security LLC.
Numbers can also be used in the name. An example would be a cellular operator such as Tele2, the legal name of which is T2 RTK Holding LLC. Having figures and numbers in a business name can also allow for some individuality. For example, a real estate agency can choose options such as “25th floor”, “33 square meters”, “6 acres”, etc.
The inclusion of numbers in the name may also be relevant for organizations planning to work with esoteric goods and oriental cultures. For example, a travel agency may choose the name “4 cardinal directions”, “7 wonders”. For practicing and teaching yoga, the title “108 asanas”, etc. is suitable. The main thing is to understand your target audience and use the concepts that they use constantly.
The creators of the MegaFon brand also took the path of combining foreign and Russian words. This is how one of the participants in creating the brand describes his thoughts:
The debate was long, several options were offered to choose from, one of which was “MegaFon” with a capital letter “F” in the middle of the word. “MegaFon” can be interpreted as a derivative of the words “mega” and “background”. The background is the sound. Mobile communications are, first and foremost, voice and sound. With numerous “communications” and “telecom” in company names, we abandoned such associations, conveying our idea using a familiar word, but at the same time giving it a new meaning. The word “mega” speaks for itself - it is scale, ambition, goals, achievements. In other words, the word “mega” reflects our approach to business and our vision.
Perhaps the only Russian cellular operator is Megafon, the legal name of which duplicates the brand it owns.
Baidu
At Baidu, a Chinese search engine, says employee Kayser Guo, the names for its conference rooms are chosen from literary works written during China's Song Dynasty. The name for the service, Guo notes, appeared the same way.
There is one more rule for choosing a name: the number of hieroglyphs in it must correspond to the floor number. Thus, on the third floor there is a conference room Manjianghong (满江红). And the boardroom is named after the poem from which the word Baidu was taken - Green Jade Table in The Lantern Festival.
If you plan to work internationally
In this case, the founders can exercise the right to create a name in a foreign language with its transliteration into Russian in the full name.
For example, if Lite business, Limited Liability Company is chosen as the international name, then the abbreviated English name will be Lite business, LLC, which must be reflected in the full name of the legal entity - Limited Liability Company "Lite Business". English language options are optional and should also be included in the business registration application.
Although, you can follow the example of the federal chain of stores “Pyaterochka”, the legal name of which is LLC AGROASPEKT. The owner is , and the name is fixed as a brand.
How to generate ideas for a company name or product?
There is no single set of rules by which an idea is created. You can use any creative approaches that help you generate new ideas. It is important to initially identify the concept of the business for which a name is being invented, and then begin to generate ideas.
Title Creation Tools
The following tools will help you choose namings:
- Online generators - many programs have been developed that allow you to create a unique name for a business. Services provide possible options, taking into account the direction of the business, the selected number of words and letters, uniqueness and other customizable parameters. Popular resources are Shopify, brandogenator.ru, online-generator.com and others. You can choose a service to create an English or Russian company name.
- Brainstorming is a psychological technique used in a team. Its essence is this: a group of interested people gathers, each participant puts forward their proposals and argues for them. Next, there is a collective discussion of all the invented options. If an entrepreneur does not have a team, you can create an ad on freelance exchanges, describing the criteria and asking to come up with a unique brand. The only negative is that you will have to pay for at least one option, even if in the end it will not be necessary.
- Compiling a list of keywords and phrases – you need to write down all the phrases that fit the description of your business. This includes the services and goods that are provided, production technology, work schedule, business advantages, and the price of goods. Afterwards, the list is reviewed and a future trademark is drawn up based on it. For example, when making a watch, you can indicate the date of creation of the first wristwatch or the date when your company was opened. If unique designer watches are produced, the business can be called as follows - “ARTIME”, where time is time, and art means creativity.
Who can use the words “Russia”, “Mos” and their derivatives
Previously, many owners included the words “Russia”, “Russian”, etc. in the name of the company. It was believed that this gave status to the organization, aroused more trust and created the impression of a “global” enterprise, even if a small premises were used for an office somewhere in the outskirts of the city.
Currently, the right to use the name of the state and derivative words with the root “ros” must be “earned” and obtained a special permit, which is issued by the Ministry of Justice.
A company that meets the following criteria can obtain a permit:
- the organization is the largest taxpayer;
- have a dominant position in the market or the share of a certain product in a niche exceeds 35% of the total volume;
- has representative offices and branches in almost all constituent entities of the Russian Federation;
- 25% of the authorized capital or shares belongs to the state or a company established in the Russian Federation and having a similar right to the name.
A statement of intention to use words with the same root from the name of the country in a notification procedure is submitted to the Ministry of Justice, where it is considered within a month.
A similar permission must be obtained if you intend to use the words “Moscow”, “Mos” and derivatives from them, the registration of which is carried out by an interdepartmental commission in the capital of the Russian Federation.
Do I need to follow the uniqueness rule?
According to the Civil Code, a legal entity has primary and sole use of the registered name. However, when registering, checking the uniqueness of the name is not the responsibility of the tax authorities. The check must be carried out independently by the owners of the organization.
Why shouldn't you plagiarize? If several companies have similar or identical names and are engaged in the same type of activity, then the organization registered earlier than the others has the right to sue other companies for using its name. And such cases have been happening for many decades. For example, in Chelyabinsk, the oldest organization and store “Detsky Mir” received a lawsuit from the federal chain of the same name for illegal use of intellectual property. Both are engaged in the sale of children's goods and have the same name. Chelyabinsk residents had to defend their rights to continue the work of Detsky Mir in court.
The art of naming or how to come up with names
The question of creating a name for something seems quite simple at first glance. Well, it seemed like I came up with a name and that’s it. However, everything is not so simple in reality. Coming up with names or, in other words, naming (from the English “name” - name) is a real art. Moreover, this process has its own characteristics and difficulties. There are even naming laws that must be followed when creating a name. The presented material is dedicated to all this. And first, it’s worth saying a few words about the naming itself.
The term “naming” itself first appeared at the end of the 19th century and its appearance is associated with the beginning of intense economic competition and the struggle for buyers around the world. For many decades, experienced marketers and other professionals have studied this issue, and today quite a large amount of literature has been written on this topic. And the process of developing names and brands these days is a completely independent area in which many specialists work.
Of course, this is primarily due to the fact that the market is overflowing with all kinds of goods and they all need to be given names. In addition, a good, sonorous and unique name is an integral attribute and sign of any successful company, which has a direct impact on attracting consumers and clients, creating positive attitudes and increasing profits. And in order to come up with a good name for a product or organization, you need to spend a lot of time and go through many different options.
When starting the process of developing and creating a name, you should always take into account the distinctive features and advantages of the organization or product, as well as take into account what you are actually creating the name for. For example, if you are developing a name for a unique product, then you need to focus on the priorities and needs of your target audience. Taking into account all such features will make naming easier and come up with a truly effective name that can become a real successful brand.
It doesn’t matter whether you are a specialist or trying your hand for the first time, in any case you must adhere to several basic naming rules.
1
First rule
The name must absolutely always be unique . By using existing names, you have very little chance of standing out from competitors (or other names) and will not be able to create any association in people with your product or organization.
2
Second rule
The name is remembered when it is short and sonorous . Any person (you can check it for yourself) is more likely to remember a short and catchy name than some long and stringy phrase. If avoiding a long name is unavoidable, you can resort to the shortening method. It is also important that the name is easy to pronounce - avoid complex letter and sound combinations.
3
Third rule
Any effective name must have a positive emotional connotation . Try to come up with a name that, when pronounced, first of all, you yourself will feel positive emotions, warmth and positivity. When pronouncing the name, a person should also not have unpleasant associations. And one more thing: be careful that the new name does not include prohibited terms and expressions, and also does not reflect affiliation with government organizations (unless, of course, this is the case).
4
Fourth rule
If you are focused on entering the international market and know that your name will definitely appear in other countries, then you need to come up with a universal name , which, firstly, will sound the same in foreign languages as in Russian and secondly , will not have any adverse translation.
5
Fifth rule
It will be good if your name reflects the essence of what you are naming. Firstly, it will tell about the features of your organization or product, and secondly, thanks to this, people will create a direct association between what you offer, what they need and your name. And if, for example, you create a domain name, then you can apply an SEO effect to it, i.e. include the main keywords in the domain name.
In addition to following the above rules when creating a new name, you should also know that the process of creating a name consists of several stages. If you follow them, it will make the whole process much faster and easier.
- The first stage is goal setting. At this stage, it is necessary to analyze the audience for whom the new name is intended, to study its characteristics, values and needs (informational, physiological, aesthetic, combined). Based on this, you will need to select new names that will be associated with meeting the desired needs of people.
- The second stage is developing the name. This stage involves creating several working versions of the name. As soon as they are ready, you need to conduct their phonetic and semantic analysis, which will allow you to take into account all the subtleties of these issues and eliminate the maximum number of inappropriate options. Experts are of the opinion that at this stage the best results are achieved by collective creativity.
- The third stage is the evaluation and approval of the name. The third stage is the final one. Here an objective assessment of the chosen name (or several options) should be carried out. The assessment should be made according to several criteria: the perception of the name (or several options) by the consumer, the correspondence of this name to its status and the novelty of the name. Once the assessment has been made, the name is selected, approved and registered (if required to be officially recorded).
REMEMBER: a well-thought-out name in combination with a logo, motto and advertising activities will allow you to stand out from the rest, be remembered by people and, if you sell something, achieve a stable income.
And in order to further facilitate the naming process, below we will provide several effective prerequisites, based on which you can begin to create a new name.
- First/last name of the product creator or organization founder/company founder. This option is popular among many entrepreneurs and businessmen. Examples : Davidoff, Kira Plastinina, Heinz, Procter & Gamble, etc.
- Legal terms reflecting the characteristics of the company. Most often these are abbreviations for words such as Corporation (Corp.), Incorporated (Inc.), Limited (Ltd.). They are placed after the name. Examples : UGC Corp., Rayter Inc., Grand Capital Ltd. and etc.
- Geographical features , which are often used in the names of various organizations and reflect the part of the world, country or city of origin. Examples : Air Asia, Australian Partnership, Bangkok Bank, etc.
- A description of the company's activities is also often reflected in the name. The undeniable advantage here is that a person immediately understands what company or product he is dealing with. Examples : “Apple Computers”, “SurgutNefteGas” (two prerequisites at once), “International Trading Company”, etc.
- Combinations of words are often found in many titles. For example, you can encrypt the name of the company’s founder, the ingredients contained in the product, or the focus of the organization’s activities. Examples : “Adidas” (Adolf Dasler), “Bananas” (banana and pineapple), “4You” (For you), etc.
- The selection of rhyme and rhythm allows any name to be sonorous and quickly become memorable. Examples : “Chupa-Chups”, “Coca-Cola”, “Fifty-Fifty”, etc.
- Creating associations is one of the most popular ways to name various companies and products. By pronouncing the name of a brand, for example, a person involuntarily creates an association intended by the manufacturer, and vice versa. Examples : “Red Bull”, “Jaguar”, “Matrix”, “Old Miller”, “House in the Village”, etc.
- The secret meaning present in the name always arouses genuine interest and a desire to learn more. There are quite a lot of such names, but we don’t even think about them. Examples : “Daewoo” (translated from Korean - “Big Universe”), “Nivea” (translated from Latin - “Snow White”), but the unfortunate abbreviation of the American Nihilist Underground Society is “ANUS”. Is there a secret meaning to this name? J
- An oxymoron (a combination of words with opposite meanings) is often used by successful marketers to create unusual, but very resonant and memorable names. Examples : “Slender plump”, “True lies”, “Shop for little adults”, etc.
- Metonymy (the use of related associations) is a frequently used method of creating interesting and unusual names lately. Examples : “Fashion World”, “Planet Sushi”, “Burger King”, etc.
If you wish, using your imagination and creativity, you can come up with more than one interesting way of effective naming. It is only important to remember that the process of creating any name should be approached with the utmost seriousness. Although, one cannot ignore the fact that sometimes the best names lie, so to speak, on the surface. For example, it was named after the river that flowed behind John Warnock's house; "Apple" is an apple - Steve Jobs' favorite fruit; “Google” is derived from the word “googol” (a number with 100 zeros); "Hitachi" means "Dawn" in Japanese; "Subaru" is the Subaru constellation depicted in the logo. There are many examples. Therefore, look around you - maybe the name you need is already next to you and just waiting for you to find it.
What ways do you know to come up with names? Do you have any examples of cool names that you or someone you know came up with? We welcome any comments and additions. And here you can find out interesting information about many world brands.
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Key words:1TRIZ
Where to get inspiration
You can take the owner's last name or first name as starting points for brainstorming. In the history of business, there are many companies and brands bearing the name of the creator, for example, Ford, Kawasaki, Davidoff, Tinkoff, etc. Of course, we still need to grow to the international level. But you can try to make the name more unique and memorable, for example, “At Petrovich’s in Zarechye”, “From Anastasia with Pushkinskaya”, “Shashlik from Arsen”, “Buns from Varyushka”.
You can use compound words, for example, “Bystropizza”, “Sushibar”, “Samsebepok”. In this case, the focus should be on the company’s scope of activity and its unique selling proposition. One well-known federal chain of grocery stores followed a similar path. And if you think that “Magnit” is the legal name of the organization, then you are mistaken. The official name of the brand owner is JSC Tander. And the brand name stands for “LOW RATES STORE”.
Gaming associative options are suitable for any market area. For example, for a travel agency or travel bag store, the “On suitcases” option would be suitable. For a bicycle store - “With a breeze”, “On the vast roads”, “Bicycle weekend”. “In the House” is an excellent option for a private kindergarten or toy store. However, you should remember about copyrights and intellectual property - we do not recommend using the names “Cheburashka”, “Buratino”, “Children’s World”, “Masha and the Bear”, etc. By choosing such a name for an organization, you increase the risk of receiving a lawsuit and loss of not only moral strength, but also material resources.
Using English words, you can also increase the uniqueness of the organization’s name and highlight it as oriented to Western standards. Hairdressers and beauty salons more often use the prefix “style”, catering establishments use “street” and “food”, gyms use “light”.
Experiment! And, perhaps, in a couple of years your name will become known throughout the country.
Techniques for generating brand name ideas
There is no single method for coming up with a beautiful brand name. In practice, you can use a variety of technical and creative techniques to help you narrow down your options and highlight the overall concept.
Tools for generating naming options
To find suitable names for preliminary analysis, you can use the following tools:
- Generator sites (megagenerator.ru, brendogenerator.ru, namegen.ru, online-generator.com) are online resources that allow you to automatically generate name options taking into account the company’s line of business, uniqueness, number of words and letters, as well as other parameters.
- Brainstorm . This method can be used if you have some kind of team. During a team meeting, each member proposes various options, which are discussed and commented on by the others. If there is no team, you can use the resources of freelance or copywriting exchanges by proposing a competition (tender) for the best name. The disadvantage of this method is the obligation to choose and pay for at least one option, even if none of them is suitable.
- Compiling keywords . You can write down all the basic concepts that characterize your activity: types of products or services, operating modes and region, technologies and pricing, and then, based on them, independently develop a name. For example, you are faced with the task of coming up with a name for a furniture brand. To do this, you need to highlight the main category of products, the technologies and materials used, and also determine the uniqueness of your sales offer (folding furniture store “Folding”, designer sofas “ART Sofa”).
Techniques for creating a unique name
To make your brand name stand out from the crowd, but at the same time not lose touch with the features of the product offered, you can use the following creative techniques:
- Excellence . Highlighting a product or service to a higher status by adding the words and prefixes VIP, Elite, super, star, royal, royal, etc. (“Burger King”).
- Empowerment . Adding words that indicate an additional benefit (“Dairy Doctor” - which is associated with dairy products being healthy).
- Simulation of sounds . To create the required image, you can use words associated with sounds (the drink “Schweppes” - creates the image of hissing sparkling water, children’s shoes “Top-Top”, deodorants for men “Axe”).
- Rhymes . Names are remembered better when they have rhythm and rhyme (fast food restaurant chain Kroshka-Kartoshka, MFO Fani Money).
- Humor . Successfully used humor in a name that is understandable to a wide range of consumers can very quickly make your brand popular (Soft Sign toilet paper).
- Hidden meaning . You can put your vision of the company into the name and translate it into a rare foreign language. This option will be especially interesting if you are looking for options on how to come up with a brand name for Handmade goods.
- Allusion . In naming, you can use a veiled reference to a famous character, personality, literary work or film. This way the name will be associated with a familiar concept, but will remain unique.
- Combination . You can combine parts of different words with each other so that the final name is associated with the original phrase (“Intel” - Integrated Electronics).
- Any name . There may be no connection between naming and activity entirely; you can take a chance and choose a name that appeals to you for other reasons, such as a strategic sales pitch.
- A reference to the company's history . When rebranding or creating an umbrella brand, you can include in the brand name the year the company was founded or the technology you use was created.
Registration and amendment process
The name is assigned to the company at the time of registration of a legal entity and entering data about the organization into the Unified State Register (USRLE).
The procedure consists of preparing a package of documents and submitting an application to the tax office at the location of the enterprise.
The required list of documents for registration includes:
- charter;
- the decision of the sole participant (if there is only one founder) or the constituent agreement and minutes of the general meeting (if there are several participants in the company);
- a premises rental agreement or a letter of guarantee from the owner, if the registered address of the director is chosen as the legal address;
- receipt of payment of state duty;
- application on form P11001.
If you have a question about how to find out the legal name of an organization for a third-party counterparty, just ask the legal entity for its constituent documents. The official name is prescribed in the charter, extract from the Unified State Register of Legal Entities, TIN and OGRN certificates.
Making changes is possible at any time during the activities of a legal entity, but it should be taken into account that the procedure entails additional costs for producing a seal, replacing an existing license, paying state fees, and legal services for developing a package of documents.
In addition, it is required to provide a new bank card to the servicing bank with a sample seal, make entries about changes in name in employees’ work books, update document flow forms and internal regulatory documents. It would be a good idea to notify counterparties of the name change.
You can find out how to find the legal address of an organization by name in the next section of the article.
Article 54. Name, location and address of a legal entity
(as of 07/01/2018)
← Article 532. Affiliation | Article 56. Liability of legal entities. faces → |
Revision of Art. 54 Civil Code of the Russian Federation until 01.09.2014 | Revision of Art. 54 of the Civil Code of the Russian Federation from 01.09.2014 (as amended by Law No. 99-FZ) |
Requirements for a company name are established by this Code and other laws. Rights to a company name are determined in accordance with the rules of Section VII of this Code. |
Inclusion in the name of a legal entity of the official name Russian Federation or Russia, as well as words derived from this name, is permitted in cases provided for by law, decrees of the President of the Russian Federation or acts of the Government of the Russian Federation, or by permission issued in the manner established by the Government of the Russian Federation . Full or abbreviated names of federal government bodies cannot be used in the names of legal entities, except in cases provided for by law, decrees of the President of the Russian Federation or acts of the Government of the Russian Federation. Regulatory legal acts of the constituent entities of the Russian Federation may establish a procedure for using the official name of the constituent entities of the Russian Federation in the names of legal entities. A legal entity bears the risk of the consequences of failure to receive legally significant messages (Article 1651) delivered to the address indicated in the unified state register of legal entities, as well as the risk of the absence of its body or representative at the specified address. Messages delivered to the address specified in the Unified State Register of Legal Entities are considered received by the legal entity, even if it is not located at the specified address. If a foreign legal entity has a representative on the territory of the Russian Federation, messages delivered to the address of such representative are considered received by the foreign legal entity. Requirements for a company name are established by this Code and other laws. Rights to a company name are determined in accordance with the rules of Section VII of this Code. |
Commentary on Article 54 of the Civil Code
Article 54 of the Civil Code contains general provisions on the legal regime of the name, location and address of a legal entity. Each legal entity, regardless of any criteria, must have a name (for commercial organizations - a company name), location and address, which are indicated in the constituent documents (charter, constituent agreement).
Paragraph 1 of Article 54 of the Civil Code contains the only requirement for a name - an indication of its organizational and legal form. The names of non-profit organizations must indicate the nature of the activities of the legal entity.
The location of a legal entity is established at the location of its permanent executive body. Clause 2 of Article 54 of the Civil Code specifies the place of state registration of a legal entity, which is determined on the territory of the Russian Federation by indicating the name of the locality (municipal entity). According to Art. 13 of Federal Law No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”, state registration of legal entities upon their creation is carried out by registration authorities at the location of the permanent executive body, in the absence of such a body - at the location of another body or person, having the right to act on behalf of a legal entity without a power of attorney.
For most organizations (JSC, LLC, unitary enterprises, non-profit organizations), such a body is the sole executive body - the head (director, general director, manager, etc.). It is he who, unlike the collegial executive body, acts on a permanent basis and without a power of attorney.
The location may also include the address of the residential premises where the head of the organization lives. According to Part 2 of Art. 17 of the RF Housing Code, it is permitted to use residential premises for carrying out professional activities or individual entrepreneurial activities by citizens living there legally, if this does not violate the rights and legitimate interests of other citizens, as well as the requirements that the residential premises must meet.
It is the address of the permanent executive body of a legal entity that must be reflected in the Unified State Register of Legal Entities for the purpose of communicating with the legal entity. All other addresses (postal, legal, etc.) have no legal significance. When registering a legal entity, the tax authority has the opportunity to verify the address information specified in the application for tax registration and in the constituent documents. All other addresses are indicated by the legal entity independently and are not subject to verification for accuracy. In both public and private relations, correspondence to a legal entity should be sent only to the address indicated in the extract from the Unified State Register of Legal Entities.
The law does not require the submission of documents confirming that the executive body is actually located at the specified address. The registration authority does not have the right to refuse state registration on the basis that the premises or building, the address of which is indicated for the purposes of communication with a legal entity, is unsuitable for carrying out the activities of the legal entity as a whole or the type of activity specified in the documents submitted for state registration. At the same time, registration at the address of a residential property is permissible only in cases where the owner of the property has given consent to this. Consent is assumed if the named address is the address of the place of residence of the founder (participant) or a person who has the right to act on behalf of a legal entity without a power of attorney (clause 4 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of July 30, 2013 No. 61).
Brand names have the following characteristics:
- purpose - individualization of the subject - commercial organization;
- it must be constant and unchanging;
- it must give a truthful description of her;
- The exclusive right to a company name is subject to protection from the date of state registration of the legal entity. The Civil Code does not provide for any special registration of a company name specified in the constituent documents of a legal entity;
- the right to a company name is of an indefinite nature and is valid until the termination of the legal entity;
- the right to a company name arises only from a legal entity that is a commercial organization, therefore the prohibitions contained in paragraph 4 of Article 54 of the Civil Code do not apply to non-profit organizations;
- a legal entity can have only one company name;
- The exclusive right to a company name cannot be the subject of transactions.
The main updates are as follows:
- Finally, at the level of a codified law, a ban is introduced on the use of the names “Russian Federation” and “Russia” in the names of organizations, as well as words derived from this name, as well as the names of government bodies.
- It follows from paragraph 4 of Article 54 of the Civil Code that the legislator, distinguishing between the concepts of “organization name” and “company name of the organization,” introduces a mandatory requirement that both of these names be contained in the charter.
By introducing new mandatory requirements for the name of an organization, the legislator for the first time wisely took care of the rules for bringing documents into compliance with the new requirements by introducing the rule that the constituent documents and names of legal entities created before the entry into force of the Project must be brought into compliance with the requirements of the new legislation when the first amendment to the constituent documents .
Read more about creating an organization:
- Location of the organization
- Constituent documents for registration of a legal entity
- Filling out application P11001, P21001
- Submitting documents to the tax office
The article was written and posted on February 5, 2012. Added - 03/27/2014, 05/09/2014, 07/27/2015, 07/05/2017, 09/26/2019
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Author: lawyer and tax consultant Alexander Shmelev © 2001 — 2020
What can you tell by the company name?
The name of the organization can also be a source for collecting information about the counterparty. To do this, it will be enough to enter the name of the company in the search bar in the tax service. If there is a registered legal entity, the IFTS database will display information about the founders, the amount of authorized capital, and types of activities. The legal address by the name of the organization can be found on the same website in an extract from the Unified State Register of Legal Entities.
As we have seen, the choice of a company name should be approached seriously and thoroughly. On the other hand, it is hardly possible to find a more exciting process.
What else can you advise future entrepreneurs? I would like to believe that a business idea will survive the startup stage and one day turn into a stable and well-known company. Therefore, it is worth remembering the history of the development of such companies as Xerox and Google. Indeed, thanks to the names of these famous giants, their names became derivatives of the words “xerify” and “google.”
We hope that now you know all the legal requirements that apply in the Russian Federation and will be able to independently not only choose a worthy name for your company without violating the intellectual property rights of other enterprises, but also answer the question of how to find out the legal address by the name of the organization.
Useful links on the topic “Name of organization (name of legal entity)”
- Exclusion from the Unified State Register of Legal Entities of inactive legal entities
- Extract from the Unified State Register of Legal Entities
- Addresses, telephone numbers, websites, details of tax inspectorates of St. Petersburg
- Addresses, telephone numbers, websites, details of Moscow tax inspectorates
- Addresses of tax inspectorates (other cities in Russia)
- How to pay taxes and submit reports?
- Tax reporting for the general tax regime
- Tax reporting for a simplified taxation system
- Tax reporting for the tax system in the form of UTII
- Tax liability for failure to submit a tax return
- Tax liability for unpaid taxes
- Tax liability for failure to appear when called to the tax authorities