Naming a company is a process that involves precise regulations and specifications among the owners of the business, the activity developed by them and the originality of the name chosen. This article provides all sort of information regarding naming a company in Brazil.
The process of company naming is developed by a state Board of Trade, known in Brazil as Junta Comercial, and it is concurrent to the register of the company itself. The name chosen by the company or businesspeople must be presented in the Junta Comercial with the necessary documentation for the company register.
In order to facilitate this process, the Board of Trade of every Brazilian State provides in their web pages a research tool where the applicants can type the name chosen by them and verify if it is new or already exists.
Naming Characteristics: Firma, Denominação or Both
Businesspeople, Individual Companies of Limited Responsibility and Company Partnerships must adopt a name to represent them. The companies' names can be designated as firma or denominação, which are, respectively, firm and denomination.
In case of firm the company name will contain the civil name of one or more partners. The following types of company only adopt firm designation for company naming:
- Individual Entrepreneur
- Limited Partnership
- General Partnership
The denomination is related to the social object, which are the activities that the company develops. So, if the name of the company does not contain the social object, it cannot be a denominação. Corporations have to present must use denomination for company naming.
Even though these types of designation exist among companies, they are not restrictly separated. The companies listed below must follow firm and denomination designations for company naming:
- Limited Liability Company known as Ltda
- EIRELI: Empresa Individual de Responsabilidade Limitada, which is an Individual Company of Limited Responsibility
- Limited partnership by shares.
General Rules of Company Naming
The formation of a company name must follow these five rules below:
- Veracity: the real name of the partner or partners must be used, both in the firm as well as in the denomination. The activity indication incorporated to the name must also be real, and it must be explicit in the social object.
- Novelty: a new name must be adopted, and it must be different from names that already exist, in order to avoid mistakes or confusions in the identification of the companies.
- Identification of Type: the legal type of EIRELI or of the partnership must be clearly identified.
- Moral Protection: use of words or expressions that are immoral and goes against good manners are forbidden.
- Prohibition to use initials and denominations of public entities: it is not allowed to use initials or denominations of public entities or international entities, or the ones presented in the law and in regulatory acts of public power.
Specific Rules of Company Naming
There are a few rules generally applied to all types of formation of company name, as it was mentioned above; however, there are also specific rules related to each type of company. Below you will find the rules that apply to each of the types of company:
|Type of company
|Type of name
|Limited Liability Company
|Limited Partnership by Shares