Societies with limited liability common in Russia, since this form of management entrepreneurial activity considered the most convenient for founders. It has a small size authorized capital- it is 10,000 rubles (for all companies, excluding those engaged in financial transactions) and what an individual participant bears liability within your share. But when opening an LLC, the applicant may face some difficulties. One of them is that the name of the organization must comply with the requirements of Russian legislation. You can learn about the standards by reading the article.

LLC name requirements

The standards that must be adhered to are specified in the Civil Code of the Russian Federation and the Federal Law "On Limited Liability Companies" No. 14-FZ, adopted on February 8, 1998.

In these regulations it is prescribed that an LLC can have both a full and an abbreviated name in the state and foreign languages, while combining a letter of different alphabets is prohibited. The law also allows firms to carry 6 names at once. In addition, each of them must be indicated in the Charter of the LLC. Subsequently, all of them will be included in a single State Register legal entities. After that, they can be used to promote your business (for example, in advertising).

The full name means the very name of the enterprise together with the designation of the form of entrepreneurial activity without abbreviations, that is, “limited liability company”.

The abbreviated name is not required, but the law allows the organization to include it along with the full designation. It may be an abbreviation.

In addition, government agencies make it possible to use various mathematical symbols or Roman numerals.

What names should not be given?

In order for the IFTS not to refuse the applicant to register an LLC, it is required to know which words are prohibited in the company name. These include:

• The word "Russia" and any abbreviations derived from it, for example, "grew". This group includes the words "Moscow", "federal";
• Full or abbreviated names of state entities (Example: Altai Territory), authorities (Example: Ministry of Health), public associations;

• Names of organizations working at the international level;
• The names of the subjects of the country, that is, cities, regions, and more.

But there are situations in which the words from the first paragraph are allowed to be used. This can be done in the following cases:

• A commercial organization has branches located in more than half of the subjects of the Federation, that is, there must be at least 43 branches in different regions of Russia;
• The company is a major taxpayer. A company becomes one if the amount of mandatory payments to the state is at least 1 billion rubles a year;
• LLC - is the main manufacturer of the products it produces (at least 35% of the total market for these products);
• One of the contributors is the Russian Federation (share in authorized capital must be at least 25%.

If one of these points is met, the company must submit a package of documents to the Ministry of Justice. These include:

• A statement indicating that the company wants to have a name that includes the word "Russia";
• Protocol signed to general meeting LLC members;
• Information confirming that the company has the right to include such names in its corporate name.

After applying public service considers the application for 1 month.

Is it possible to register an LLC with the same name?

The third paragraph of Article 1474 of the Civil Code of the Russian Federation “Exclusive right to a company name” states that enterprises supplying identical products to the market are prohibited from having the same name.

When considering the application, a thorough check for the uniqueness of the name of the company takes place. The process takes place on the official website of the Federal Tax Service.

If the company has not passed the test, then it is denied opening. In addition, it must pay losses to the firm that received this name earlier.

Is it possible in one tax office to register two LLCs with exactly the same names and the same "legal" address?

After considering the issue, we came to the following conclusion:

Registration of legal entities with the same name and the same location address is not against the law.

Rationale for the conclusion:

In accordance with paragraph 13 of paragraph 1 of Art. 1225, paragraph 1 of Art. 1473 of the Civil Code of the Russian Federation, the names of commercial organizations - trade names are intellectual property - a means of individualization and are protected by law. A trade name is not subject to special registration, independent of the registration of a legal entity, the right to it arises from the moment it is actually used (see, for example, the decision of the Federal Antimonopoly Service of the Central District of 04/09/2008 N A35-3833 / 07-C6).

Within the meaning of paragraph 2 of Art. 1229 of the Civil Code of the Russian Federation, the exclusive right to intellectual property, including means of individualization, including a company name, may belong to only one person. In this regard, according to paragraph 3 of Art. 1474 of the Civil Code of the Russian Federation, it is not allowed for a legal entity to use a company name that is identical to the company name of another legal entity or confusingly similar to it if these legal entities carry out similar activities and the company name of the second legal entity was included in the unified state register of legal entities earlier than the company name. name of the first legal entity.

At the same time, the only negative consequence of the violation of the exclusive right to a company name, by virtue of paragraph 4 of Art. 1474 of the Civil Code of the Russian Federation is that a legal entity that has violated the specified paragraph 3 of Art. 1474 of the Civil Code of the Russian Federation, is obliged, at the request of the copyright holder, to stop using a company name that is identical to the company name of the copyright holder or confusingly similar to it, in relation to activities similar to those carried out by the copyright holder, and compensate the copyright holder for the losses caused. Other persons have not been granted the right to demand from a legal entity the termination of the violation of the provisions of paragraph 1 of Chapter 76 of the Civil Code of the Russian Federation (paragraph 60 of the Resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated March 26, 2009 N 5 / 29 "On some issues that have arisen in connection with implementation of part four Civil Code Russian Federation").

The same applies to government bodies, that is, the registration authorities cannot refuse to register a legal entity due to the coincidence of its name with the name of an already existing legal entity. To the body carrying out state registration of legal entities, paragraph 5 of Art. 1473 of the Civil Code of the Russian Federation, the right to bring a lawsuit to compel a company name to be changed is granted only if the company name of a legal entity does not meet the requirements of paragraphs. 3, 4 art. 1473 of the Civil Code of the Russian Federation (require the expression of the company name in Russian and prohibit the inclusion in it of the names of public legal entities and their bodies, public organizations, designations that are contrary to the public interest, as well as the principles of humanity and morality).

As for the location (in practice referred to as the "legal address"), according to paragraph 2 of Art. 54 of the Civil Code of the Russian Federation, the location of a legal entity is determined by the place of its state registration. State registration of a legal entity is carried out at the location of its permanent executive body, and in the absence of a permanent executive body - another body or person entitled to act on behalf of the legal entity without a power of attorney. In this case, the location of the legal entity is indicated in its founding documents(Clause 3, Article 54 of the Civil Code of the Russian Federation). This information is entered into the Unified State Register of Legal Entities on the basis of documents submitted by the organization during state registration (clause 4, article 5 federal law dated 08.08.2001 N 129-FZ "On state registration of legal entities and individual entrepreneurs"(hereinafter - Law 129-FZ)). The law also does not provide for any restrictions on the coincidence of the location of a legal entity with the location of a previously registered legal entity.

In connection with the foregoing, it should be borne in mind that, within the meaning of Art. 23 of Law N 129-FZ, refusal to state registration of a legal entity is allowed only in the cases specified in this article, other grounds for refusing state registration of a newly created legal entity are not provided by the current legislation. Note that paragraph "g" paragraph 1 of Art. 23 of Law N 129-FZ provides for a refusal to state registration of a legal entity due to the inconsistency of the name of the legal entity with the requirements of federal law. However, in the sense of the above norms, this concerns a contradiction in the trade name of p.p. 3, 4 art. 1473 of the Civil Code of the Russian Federation.

Accordingly, the refusal on the grounds of non-compliance of the submitted documents with the law, violation of the rights of other persons or the existence of doubts about the actual use of the specified location (see, for example, the decision of the Arbitration Court of the Chuvash Republic dated June 26, 2008 N A79-1718 / 2008, the decision of the Seventeenth Arbitration Court of Appeal dated 06.10.2011 N 17AP-8960/11, Federal Antimonopoly Service of the Moscow District of 07.09.2011 N F05-8394/11, FAS of the Central District of 09.28.2011 N F10-3254/11).

Hello, I have decided to open an LLC. If I use a company name that is already in use by another company, will I be liable for this?

• Question: No. 1714 dated: 2015-03-26.

This issue is regulated by civil and antitrust laws.

1) In accordance with paragraph 1 of Art. 1473 of the Civil Code of the Russian Federation a legal entity that is commercial organization, acts in civil circulation under its company name, which is determined in its constituent documents and is included in the unified state register of legal entities upon state registration of a legal entity.

So, the company name is fixed in the constituent documents of the company and is included in the unified state register of legal entities.

Consistent. 1474 of the Civil Code of the Russian Federation, a legal entity has the exclusive right to use its company name as a means of individualization in any way that does not contradict the law (exclusive right to a company name), including by indicating it on signs, letterheads, invoices and other documentation, in announcements and advertising , on goods or their packaging, on the Internet.

Abbreviated trade names, as well as trade names in the languages ​​of the peoples of the Russian Federation and foreign languages are protected by the exclusive right to a company name, subject to their inclusion in the unified state register of legal entities.

It is not allowed for a legal entity to use a company name that is identical to the company name of another legal entity or confusingly similar to it, if these legal entities carry out similar activities, and the company name of the second legal entity was included in the unified state register of legal entities earlier than the company name of the first legal entity.

A legal entity that has violated the above rules, at the request of the right holder, is obliged, at its choice, to stop using a company name that is identical to the company name of the right holder or confusingly similar to it in relation to activities similar to those carried out by the right holder, or change its company name, and also obliged to compensate the right holder for the damages caused.

Thus, the Civil Code of the Russian Federation prohibits the use of a company name that was previously registered by another organization. Violation of this rule entails civil liability, which is expressed in the further prohibition of the use of this name, as well as compensation for losses.

This position is confirmed judicial practice. For example, the Revdinsky Hardware and Metallurgical Union Limited Liability Company (hereinafter referred to as the plaintiff) filed a lawsuit with the Arbitration Court of the Sverdlovsk Region against Revdinsky Hardware and Metallurgical Union LLC (hereinafter referred to as the defendant) to prohibit the defendant from using the company name. The Arbitration Court of the Sverdlovsk Region, in its decision dated June 1, 2010 in case No. A60-11617 / 2010-C7, satisfied this requirement, prohibiting the defendant from using a similar company name, and also recovering from him in favor of the plaintiff the costs of paying legal services and state duty. The Seventeenth Arbitration Court of Appeal dated August 17, 2010 in its Resolution No. 17AP-7422/2010-GK upheld this decision.

2) In accordance with Part 2 of Art. 14 of the Federal Law of July 26, 2006 "On Protection of Competition" No. 135-FZ (hereinafter - the Federal Law "On Protection of Competition"), unfair competition associated with the acquisition and use of the exclusive right to means of individualization of a legal entity, means of individualization of products, works is not allowed or services.

According to paragraph 9 of Art. 4 of the Federal Law "On Protection of Competition" unfair competition is any actions of business entities (groups of persons) that are aimed at obtaining advantages in the implementation of entrepreneurial activities, contrary to the legislation of the Russian Federation, customs business turnover, the requirements of integrity, reasonableness and fairness and have caused or may cause losses to other economic entities - competitors, or have caused or may cause damage to their business reputation.

Thus, the Federal Law “On Protection of Competition” prohibits in any way the use of the exclusive rights of a legal entity (including the right to a company name), if given use violate the rights of competitors.

By virtue of paragraph 2 of Art. 54 of the Civil Code of the Russian Federation, the location of a legal entity is determined by the place of its state registration on the territory of the Russian Federation by indicating the name locality(municipal formation).

In accordance with clause 5.33 of GOST RF dated July 03, 2003 No. 535-st, economic activity is understood as an activity carried out in the course of production activities individual entrepreneur or legal entity, regardless of the form of ownership and whether it is commercial or non-commercial.

From the analysis of the Federal Law of August 08, 2001 "On State Registration of Legal Entities and Individual Entrepreneurs" No. 129-FZ and the Decree State Committee RF on standardization and metrology dated November 06, 2001 No. 454-st follows that the types economic activity carried out by a legal entity are determined in accordance with All-Russian classifiers species economic activity OK 029-2001 (hereinafter - OKVED).

So, organizations are competitors if they are located within the same geographical boundaries and carry out the same types of activities, determined in accordance with OKVED.

Consistent. 8 of the "Convention for the Protection of Industrial Property" dated March 20, 1883 (hereinafter referred to as the "Convention"), a trade name is protected in all countries without mandatory filing or registration and regardless of whether it is part of a trademark.

In a strong 1 st. 10 of the "Convention", in particular, all acts capable of causing confusion in any way with respect to an enterprise, products or industrial or trading activities competitor.

Consequently, the "Convention" prohibits the use of a trade name similar to the trade name of another legal entity, if this use will cause confusion among third parties in any relationship with these organizations.

This position is confirmed by judicial practice. By virtue of paragraph 16 information letter Presidium of the Supreme Arbitration Court of the Russian Federation dated December 13, 2007 No. 122 “Review of the practice of considering arbitration courts cases related to the application of intellectual property law” (hereinafter referred to as “Information Letter of the Supreme Arbitration Court of the Russian Federation No. 122”), it is illegal to use not only an identical, but also a similar company name by third parties.

In accordance with paragraph 17 of the Information Letter of the Supreme Arbitration Court of the Russian Federation No. 122, the difference in organizational legal form as part of a company name does not in itself indicate the absence of a violation of the right to a company name.

This position is confirmed by judicial practice. The Eighteenth Arbitration Court of Appeal, in its Resolution No. 8AP-6348/2014 in case No. A47-15961/2012, indicated that the difference between the organizational and legal form of one organization (limited liability company) and the organizational and legal form of another organization (closed joint-stock company) is not a basis that relieves the company from liability.

So, based on the analysis of the norms of the antimonopoly legislation, it follows that the organization will violate the exclusive right to the trade name of another legal entity in the presence of the following circumstances:

1. This trade name completely or partially coincides with the trade name of another company to such an extent that it is capable of misleading third parties;
2. Organizations operate within one locality (municipal formation);
3. Organizations carry out similar activities (coinciding with OKVED);

It should be noted that the presence of all of the above circumstances is recognized as a violation of the antimonopoly law. At the same time, the difference in the organizational and legal form of legal entities is not a basis that excludes liability.

3) This violation of the antimonopoly legislation is an administrative offense and entails the imposition of administrative responsibility.

In accordance with Part 1 of Art. 14. 33 of the Code of Administrative Offenses, the implementation of unfair competition - entails the imposition of an administrative fine on legal entities - from one hundred thousand to five hundred thousand rubles.

This position is confirmed by judicial practice.

The Sovetsky District Court of Novosibirsk, in its decision of April 01, 2014 in case No. 12-53 / 14, upheld the decision of the Deputy Head of the Department of the Federal Antimonopoly Service for the Novosibirsk Region of December 04, 2013 on bringing Petrovich E.A. to administrative responsibility for hours.1 Article. 14.33 Administrative Code of the Russian Federation. In support of its decision, the Sovetsky District Court of Novosibirsk indicated that the violation imputed to it was expressed in the acquisition and use of the company name LLC "1", similar to the company name of another legal entity LLC MTs "2", in relation to activities similar to the types of activities, carried out by the latter in one territory.

The Eighteenth Arbitration Court of Appeal, in its Resolution No. 8AP-6348/2014 in case No. A47-15961/2012, held the Uralrentgen company administratively liable for violation by this company of Art. 14.33 Administrative Code of the Russian Federation. In support of its decision, the court indicated that in the conditions of the use by the violator in his own name of the main element, confusingly similar to the main element of the previously registered means of individualization of a third party, and the implementation by these persons of homogeneous and similar types of economic activity within the same territorial entity, the actions of the applicant cannot be recognized as meeting the requirements of integrity, reasonableness and fairness, and contrary to the provisions of Part 2 of Art. 14 of the Federal Law "On Protection of Competition", since such actions were committed in order to obtain an unreasonable advantage in the implementation of entrepreneurial activities.

By virtue of Art. 1253 of the Civil Code of the Russian Federation, if a legal entity repeatedly or grossly violates the exclusive rights to the results of intellectual activity and to means of individualization, the court in accordance with paragraph 2 of Art. 61 of the Civil Code of the Russian Federation, if such a legal entity is guilty of violating exclusive rights, it may decide to liquidate it at the request of the prosecutor.

Thus, if a legal entity repeatedly violates the rights of competitors to a company name, then it can be liquidated in court.

For a more detailed consultation, we recommend that you contact the reception of the lawyer Ivlev Sergey Sergeevich at the address: Orenburg, st. Shevchenko 20B, office 414, tel.: 8-912-84-84-805.

Attention! The information provided in the article is current at the time of its publication.