All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

Article L. 210-2 of the Commercial Code provides that the company name is determined by the company's articles of association. The company name is the designation under which the company will be known to all. It is chosen freely but must be preceded or followed by the indication of the corporate form  and, in the case of joint stock companies or SARLs, the amount of the share capital. The company' …

Company name

Article L. 210-2 of the Commercial Code provides that the company name is determined by the company's articles of association. The company name is the designation under which the company will be known to all. It is chosen freely but must be preceded or followed by the indication of the corporate form  and, in the case of joint stock companies or SARLs, the amount of the share capital. The company's name may relate to the activity it conducts . It may also be the surname of the manager or the associates . Additionally, managers of companies who perform control and management functions may use their surname in the company name of their businesses, in the absence of bad faith, even if there is a prior trademark using the same sign or a similar sign .

Inserted into the articles of association of a company, a surname becomes a distinctive sign detached from the natural person who bears it to apply to the legal entity it distinguishes, as an object of intangible property . Otherwise, the use of a person's surname as a trademark requires their effective consent. Indeed, the surname whose holder has authorized its use as a trade name, business name, and corporate name by the companies operating the business he created becomes an object of intangible property that can be registered as a trademark by a subsequent assignee of the business . However, the consent given by a founding partner, whose name is notoriously known, to the insertion of his surname in the name of a company operating in the same field, cannot, without his agreement and in the absence of express or tacit waiver of his proprietary rights, authorize the company to register this surname as a trademark to designate the same products or services .

The registration of a trademark for a surname is only valid when done in good faith. The use of a company name that includes a surname with the intent to allow a company to benefit from the reputation of another, thereby creating confusion between them, constitutes an act of unfair competition .

CA Paris, 26 May 2000, LawLex202200006983JBJ.

Cass. com., 10 July 2012, LawLex201200001487JBJ, specifying that the corporate name is protected only for the activities actually carried out by the company and not for those listed in its articles of association.

Cass. com., 24 June 2008, LawLex202100005750JBJ, establishing that a company may use a family name as its corporate name, trade name, and commercial name, despite its successive transformations, even in the absence of use, as long as the authorization granted by its holder has been maintained; 12 June 2007, LawLex202200007408JBJ, ruling that the surname of the partner of a transferred EURL, when it constitutes the distinctive sign, may be used as the corporate name by the transferee as long as the transferor did not prohibit such use during the transfer of all their shares.

Cass. com., 21 June 2011, LawLex202100005338JBJ.

Cass. com., 12 March 1985, LawLex202100005737JBJ.

Cass. com., 29 January 2008, LawLex202100005749JBJ.

Cass. com., 6 May 2003, LawLex202100005748JBJ; 3 December 1991, LawLex202200007384JBJ, holding that a company cannot claim prior use of a trade name on which a third-party company holds rights, even if it has used it since its creation and before the trademark was filed, and even if the latter has transferred all its shares to it, as this does not constitute abandonment of its rights to its corporate name.

Cass. com., 13 November 2013, LawLex201300001599JBJ.

Company Law (en cours)

40. Company name

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

40. Company name

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise