There are certain rules that must be obeyed when choosing or changing your company name in Brazil. In addition to a few general rules, there are many specific guidelines that will vary according to the type of company, activity, etc. This article will help you understand the basic requirements for naming a company in Brazil.
The process of registering a company name is handled by the state Board of Trade, known in Brazil as Junta Comercial, and it is concurrent to the registration of the company itself. The name of the company must be valid to be registered with Junta Comercial along with the necessary documentation to formally open a company.
To assist the applicant there is a search tool on the Board of Trade website where you can check whether the company name is available or already in use. The applicants can search for their chosen name and verify if there are no similar named companies and that the name is available to register.
Naming Characteristics: Firma, Denominação or Both
Any activity registered as a formal business, being sole proprietorship, private companies of limited responsibility, company partnerships or any other, must adopt a name to represent it. The companies names can be designated as firma or denominação, which are, respectively, firm and denomination. These two will define the structure of the company naming.
Companies required to use firma
Companies that are required to use firma, must use the civil name of one or more partners. Only the following types of company can adopt firma designation for company naming:
- Sole proprietorship
- Limited partnership
- General partnership
Companies required to use denominação
Denominação is related to the activity area that the company develops, also known as social object. Therefore, if the name of the company does not include the activity of the company, it cannot be a denominação. Corporations must use denominação for company naming.
Companies that can use firma or denominação
The types of companies listed below can follow either firma or denominação designations for naming a company:
- 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 Naming a Company
Any company name registered in Brazil must follow the five basic rules below:
- Veracity: the civil name of the partner or partners must be used, both in the firma as well as in the denominação. The activity indication incorporated into 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 confusion 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 go against good manners are forbidden
- Prohibition to use initials and denominação of public entities: it is not permitted to use initials or denominação of public entities or international entities, or the ones presented in the law and in regulatory acts of public power
Specific Rules of Naming a Company
In addition to following the general rules, there are also specific rules directly related to each type of company. Below you will find the rules that apply to each of type of company:
| Type of company
| Type of name
| Sole proprietorship
| Limited Partnership
| General Partnership
| Limited Liability Company
| Limited Partnership by Shares