10 Legal Issues When Naming Your Company
Mededinging & Regulering
29 maart 2017
If you’re going to start a new business in The Netherlands, you’ll have surely thought about what name the company is going to use. The trade name can be critical to your venture’s success. It can tell customers a lot about your business. But you are not free to choose. Here’s some restrictions under Dutch law.
Every new business needs a statutory name or trade name to distinguish it from others. The best ones add to your company’s value, by communicating clearly what you’re all about.
In The Netherlands, the process of registering a new business is quick, cheap and easy (check out this leaflet from the Dutch Chamber of Commerce for further instructions). But avoid wasting valuable time. Before you spend many days coming up with a clever name for your new venture, please consider the following legal restrictions:
- First, check on the website of the Dutch Chamber of Commerce whether your proposed trade name is still available or already in use.
- When coming up with a name for your new business, you cannot make a false impression. To be safe, stay away from using other people’s first or last names (even if they have given you permission to use their name).
- Do not present yourself as something you are not. For example, if you are one lawyer, you are prohibited from calling your business “Jones & Associates”.
- There are specific types of businesses and professions that are regulated by statute. If you are looking to start up an accountancy, architecture firm of bank, or something similar, you should definitely get a lawyer to review your plans.
- Check online whether there are companies that have a name that resembles your proposed new venture’s name. If so, there may be a risk of confusion in the marketplace (“verwarringsgevaar”). This should be avoided, because it may expose your new business to litigation. The other company may claim you’re a free rider taking advantage of its brand and reputation.
- There are a lot of factors to take into account when assessing this particular form of liability. Aside from confusion originating from the trade name itself, it can be relevant what kind of economic activities both companies pursue; in what geographical part of the country; and where their customers reside. Obviously, overlap will increase the chances of confusion. If you’re in doubt where you are on the sliding scale, please consult a specialised lawyer.
- Conversely, if you feel someone else is taking advantage of your brand and reputation by using a trade name that is confusing, you may sue that other company before the relevant District Court. Litigation in The Netherlands is generally quicker and cheap, when compared to Anglo Saxon countries. Dutch judges speak English and may be willing to accept litigation in English.
- It is almost inconceivable to run a business these days without an internet presence. Therefore, you should always check domain names as well. SIDN is one of the many websites that allows you to find out whether your proposed trade name can be registered as a domain name.
- Some punctuation and special characters are permitted in a statutory or trade name (e.g. @ & +). Others are not (e.g. ()? ! * /).
- As your business grows, its trade name will become more valuable. You would do well to consider legal protection from an IP point-of-view. The Benelux Office for Intellectual Property registers trade names for additional legal protection. Please check whether your trade name is qualified for registration.
There you go. Ten useful tips to get you started. If you require more information, the Dutch Chamber of Commerce is a good place to start (here’s the address of the Amsterdam branch). If you have more intricate legal questions, you should contact a Dutch IP or start-up lawyer. They will be happy to provide you with tailor-made advice on the crucial choice of naming your new business.