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§ 7. Definition of business name
A business name or firm is the name entered in the commercial register under which an undertaking operates.
§ 8. Business name of sole proprietorship
- (1)
- The business name of a sole proprietorship shall contain the given name and surname of the sole proprietor, and shall not contain an appendage or abbreviation referring to a company.
- (2)
-
The business name of a farmer who is a sole proprietor need not contain the given name and surname of the sole proprietor if the name of the farm is contained in the business name.
(13.03.2001 entered into force 10.04.2001 - RT I 2001, 34, 185)
- (3)
- If a sole proprietor transfers the enterprise to another natural person, the transferee may continue to operate under the existing business name with the written consent of the transferor.
- (4)
- If a natural person acquires an enterprise by way of succession, the transferee may continue to operate under the existing business name.
- (5)
- If a name contained in the business name of a sole proprietorship is changed, the sole proprietor may continue to operate under the existing business name.
- (6)
-
A sole proprietor may have several business names as long as such names are used with regard to different enterprises.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 9. Business name of company
- (1)
- A company may only have one business name.
- (2)
- The business name of a general partnership shall contain the appendage täisühing [general partnership]; a limited partnership, the appendage usaldusühing [limited partnership]; a private limited company, the appendage osaühing [private limited company]; a public limited company, the appendage aktsiaselts [public limited company]; and a commercial association, the appendage ühistu [association].
- (3)
-
Instead of the appendages specified in subsection (2) of this section, a general partnership may use the abbreviation TÜ; a limited partnership, the abbreviation UÜ; a private limited company, the abbreviation OÜ; and a public limited company, the abbreviation AS in its business name.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (4)
-
The appendages and abbreviations specified in subsections (2) and (3) may only be used at the beginning or end of the business name.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 10. Transfer of business name
A business name shall not be transferred without the enterprise, except if the business name is transferred upon liquidation or in the bankruptcy proceedings of an undertaking.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 11. Distinctiveness of business name
- (1)
- The business name of a sole proprietorship shall be clearly distinguishable from other business names entered in the commercial register in the territorial jurisdiction of the same registrar.
- (2)
- The business name of a company shall be clearly distinguishable from other business names entered in the commercial register in Estonia.
- (3)
- If the given name and surname of a sole proprietor for which a petition for entry in the register is made are the same as a given name and surname already entered in the register as a business name or as a part thereof, the applicant of the entry shall render his or her business name clearly distinguishable by adding or omitting appendages.
§ 12. Restrictions on choice of business name
- (1)
- A business name shall not be misleading with regard to the legal form, area of activity or scope of activity of the undertaking.
- (2)
- A business name shall not be contrary to good morals.
- (3
-
A sign or combination of signs which consists of letters, words or numerals and is protected as a trade mark in Estonia shall not be used in a business name without the written consent of the owner of the trade mark, with a notarised signature, unless the undertaking engages in an area of activity in respect of which the trade mark is not protected.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (3)
-
A person who does not have the right to use a geographical indication is prohibited from using a registered geographical indication in the business name, except if the person operates in the area of activity concerning which the geographical indication is not protected.
(15.12.1999 entered into force 10.01.2000 - RT I 1999, 102, 907)
- (4)
- The Government of the Republic may establish restrictions on the use of the word Eesti [Estonia] in a business name in all expressions and foreign language equivalents, except in the business name of the branch of a foreign company pursuant to the provisions of § 14 of this Code.
- (5)
- If a business name contains the name of a state or administrative unit or other place-name in addition to the appendage referring to the company, the business name shall contain an appendage which distinguishes it from the name of the state or administrative unit or other place-name.
- (6)
- The names of state and local government bodies and agencies shall not be used in a business name.
- (7)
-
The words riigi [state], linna [city] and valla [rural municipality], and other words which refer to the participation of a local government may be used in the business name of a company only if the state or local government holds more than one-half of the shares of the company.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773; 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
- (8)
- A business name shall be written in the Estonian-Latin alphabet.
- (9)
- (Repealed - 28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
§ 13. Use of name in business name
- (1)
- (Repealed - 28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (2)
- (Repealed - 28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (3)
- The name of a person who is not the sole proprietor shall not be used in the business name of a sole proprietorship, the name of a person who is not a partner shall not be used in the business name of a general partnership, and the name of a person who is not a general partner shall not be used in the business name of a limited partnership.
- (4)
- The provisions of subsection (3) of this section shall not apply if the sole proprietor transfers the enterprise, or if a partner of a general partnership or a general partner of a limited partnership departs or is excluded from the company.
§ 14. Business name of branch of foreign company
The business name of the branch of a foreign company shall consist of the business name of the company and the words Eesti filiaal [Estonian branch].
§ 15. Use and protection of business name
- (1)
- An undertaking has the exclusive right to the business name of the undertaking.
- (2)
- The commercial documents of the undertaking shall indicate the business name, seat and commercial registry code of the undertaking. The documents of the branch of a foreign company shall, in addition, indicate the business name, location and commercial registry code of the branch.
- (3)
- An undertaking whose interests are damaged by the use of the business name of the undertaking may demand termination of the unauthorised use of the business name as well as compensation for any proprietary damage wrongfully caused.
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