The founding of a company or an institution eligible for entry in the Mercantile Register requires a prior acquisition from the CENTRAL MERCANTILE REGISTER of a favorable certificate which indicates the name under which the company will be identified as an individual subject of the law and obligee in all of its legal relationships.
The first paragraph of Section 413 of the Mercantile Register Regulations currently in effect establishes that "No deed of association may be authorized for any company or other institution eligible for entry, or may its name be modified, unless the Notary is provided with a certificate which establishes that the name selected does not already appear as registered
The name must coincide exactly with the one appearing in the negative certificate issued by the Central Mercantile Register.
The Central Mercantile Register shall have a Section on Company Names which shall be comprised of the followed sections: ( 395 to 397 of the Mercantile Register Regulations )
1º.- Names of companies and other registered institutions.
2º.- Names that are temporarily reserved.
3º.- The names of other organizations whose incorporation has been recorded in other public registers, although they may not be eligible for entry in the Mercantile Register, when so requested by their legitimate representatives.
4º.- Guarantees of Origin.
I. SOME CRITERIA TO BE TAKEN INTO ACCOUNT WHEN APPLYING A COMPANY NAME
1º- Corporations and Limited Liability Companies may have a subjective business name, or an objective name.
2º- General partnerships or commandites may have a subjective business name, in which the given name and surnames, or only one of the surnames, of all of the collective partners, some of them or of just one must appear;in the latter two cases, the expression " and companyñí "or its abbreviation " and co acute;a "should be added. An expression making reference to an activity included in the corporate purpose may also form part of the aforementioned subjective name.
3º- The objective name may make reference to one or several economic activities or it may be imaginative;a.
4º- An objective name which makes reference to an activity that is not included in the corporate purpose may not be chosen.
5º- The company name may not include, totally or partially, the name or pseudonym of any individual or body corporate without authorisation or consent.
6º- Whenever authorization is required for a company name request, this should be presented along with the signature of the authorizing party, duly legalized by a Notary. The authorization of a body corporate should be effected by the corresponding board of directors, whose decision shall be duly certified.
7º- The company name should be followed by its company type or those terms which, in keeping with legal requirements, and in accordance with special legislation for companies or institutions eligible for entry, must appear after their names, like for example "FIM" for "Stock Investment Fund; or "FIAMM" for "Money Market Investment Fund." These terms lack any distinguishing effect..
8º- The abbreviation or anagram of the company may not be added to it, in accordance with section 398.2 of the Mercantile Register Regulations currently in force and the Resolution from the Dirección General de Seguridad Jurídica y Fe Pública published in the BOE (Official Gazette of the Spanish State) on the 14th of January 1.998.
9º- When a company name already exists in another language, it is understood that these are identical, as set force in section 10.2 of the Ministerial Order of the 30th of December 1.991 on the Central Mercantile Register, which establishes that: "When the requested name is a translation of another already included in the Register, it shall be considered as identical only, when, in the opinion of the Registrar, there is an obvious phonetic similarity between the two or that socially they are considered equal/em>."
10º.- Section 407 RRM establishes that a company or organization whose name is identical to another already existing may not be recorded in the Mercantile Register.
Even when the name does not appear in the Central Mercantile Register, the Notary shall not authorize, nor shall the Registrar record, those companies or institutions whose name, in their opinion, is obviously coincidental with that of another pre-existing organization, whether of Spanish nationality or not.
11º.- In accordance with section 408 RRM, identity is understood to exist not just in the event of total and absolute coincidence between names, but also in the case of one of the following circumstances:
- The use of the same words with a different order, gender or number.
- The use of different words which are similarly expressed, or have an obvious phonetic similarity.
- The use of the same words with the addition or deletion of generic or accessorial terms (...) or other similar particles of scant significance. Section 10, paragraph 3, of the Ministerial Order of the 30th of December 1.991 states that "The terms or generic or accessorial expressions, to which rule 2 of the aforementioned section 408 of the Mercantile Register Regulations currently in force refers, shall be observed by the Registrar taking into account its differentiating effect and its generalized use". (Please refer to the list of generic terms).
II. REQUEST FOR COMPANY NAME CERTIFICATE
Said request should contain the following data:
1.- THE INTERESTED PARTY or certification beneficiary:
The certificate request should include the name of one of its founders or promoters. In the event of a modification to the name, the interested party or beneficiary is the company or organization itself.
2.- COMPANY NAME:
Each negative certificate request shall contain a maximum of three names in order of importance.
3.- COMPANY TYPE :
The corporate name should include an indication of the company type or its abbreviation.
III. TERM OF CERTIFICATION VALIDITY
Once the certicate has been issued stating that the name requested has not already been registered, this shall remain registered in the name of the interested party or its beneficiary for a period of SIX MONTHS starting from the date of issue.
The negative certificate shall have a validity of THREE MONTHS for the purpose of deed execution, starting from the date of its issue by the Central Mercantile Register. Upon expiration, the interested party may request a renewal with the same name. The expired certificate shoud accompany the request.
SIX MONTHS after the name reservation if this has not been recorded in the corresponding Regional Mercantile Register, the name shall be withdrawn from the Section on Company Names of the Central Mercantile Register whereby a new certificate, subject to evaluation by the Registrar, must be requested.
IV. THE MEANS OF REQUESTING A NEGATIVE NAME CERTIFICATE
a) Directly in the offices of the Central Mercantile Register, with a request for Certificate form
b) By mail: Enclosing a request form or letter to the offices of the Central Mercantile Register. The Register shall mail the certificate C.O.D. to the address indicated in the request.
c) Via telematics: Sending the request form for a company name which is shown in the web page.
V. PRIOR NAME CONSULTATIONS (SIMPLE NOTE)
The simple note for names shall be for informative purposes only, and shall be limited to an indication as to whether or not the nameis listed as registered or not.
THE CONTENTS OF THE ABOVE CONSULTATION SHALL NEITHER CONDITION NOR PREJUDICE THE SUBSEQUENT LEGAL EXAM OF THE REGISTRAR, WHO SHALL ISSUE THE CORRESPONDING CERTIFICATE IF APPROPRIATE..
In order to facilitate the company name request, as appropriate, in addition to the possibility of obtaining a simple note on the name from the offices of the Central Mercantile Register, this Register offers an information service for the Section on Company Names, which will make it possible to make the corresponding consultation via telematics, from the subscriber's terminal, by means of Internet..
The information supplied by means of the simple note for names shall take the following into consideration:
1.- The companies and legal entities already registered.
2.- The companies and legal entities reserved.
3.- The companies mentioned in points 1 and 2 above, which include words or generic expressions or those lacking a differentiating effect. (There is a list of terms or generic expressions at the public's disposal in the Central Mercantile Register, as envisaged in Section 10 of the Ministerial Order of the 30th December 1.991.)
VI. MEANS OF REQUESTING THE SIMPLE NOTE FOR NAMES
a) Directly in the offices of the Mercantile Central Register, with a form for a simple note for names.
b) By mail: Enclosing a request form or letter to the offices of the Central Mercantile Register. The information shall be sent C.O.D. to the address indicated in the request.
c) Through Internet, following the subscription of a signed Agreement between the subscriber and the Central Mercantile Register.
ANNEX: LIST OF GENERIC OR ACCESSORIAL TERMS
The words listed below in their various genders shall not be the only ones considered 'generic' but so shall be their derivatives, adjectives, substantives and verbs in the tenses included in the following list:
1º.- The use of only one word for a company name could cause problems, as there is a likelihood of a similarity with another previously registered companies, so we suggest you use more than one word.
2º.- Do not use generic or accesorial terms in their various genders (masculine or feminine) or numbers (singular or plural), because they lack of any distinguishing effect. Neither do the derivatives, adjectives and substantives of the generic terms included in the annexed list. We suggest you consult the list of generic termswhich is included.
3º.- To add a number to the name applied for lacks of any distinguishing effect, if it is not accompanied by a meaningful term, such as 'number of street' or 'founded in', etc.
4º.- The names of regions, provinces, cities and villages added to a company name lack a distinguishing effect.
5º.- The inclusion of a well-known trade mark in the application can result in the denial of a company name.
6º.- Domain names ended in: ' .es, .com, .net and .cat' have a different sphere of action from that of company names, so they must not be included in a company name application.
7º.- Trying to differentiate a requested name from another existing one, by using letters alone, or combined with numbers, which have not a specific meaning, is not sufficient to obtain a name.
8º.- The inclusion of an abbreviation in a company name is illegal.
9º.- When the requested name is a translation into Spanish or another foreign language of a name already included in the Register, they would be identical.
10º.- Similar pronunciation between the requested name and another previously registered name, even when their meaning is different, will be an obstacle for the approval of the requested name.
11º.- Changing the order of the words is not sufficient to distinguish between a requested name and an existing name.
12º.- Company name and trade mark have different functions. Whereas the name identifies the company as a legal entity; the trade mark is used in publicity, customer relations, identification of merchandise, etc.
IF AFTER SENDING AN APPLICATION FOR A COMPANY NAME, YOU HAVE NOT OBTAINED THE INTENDED RESERVATION, WE SUGGEST YOU FILL IN THE ATTACHED FORM, SO THAT WE MAY HELP YOU OBTAIN A COMPANY NAME. IF YOU PREFER, YOU CAN ALSO CONTACT US BY TELEPHONE (+34917454131) OR EITHER BY E-MAIL TO email@example.com, OR SEND YOUR ENQUIRY BY ORDINARY POST.
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