Unjustified use of personal names

Article 10(2) of the Commerce Act (TZ) is a general provision intended to protect the rights of former members of a company against unjustified use of their personal names. However, the provision is relevant only to business names which are required by law to include such names (Articles 77 and 101 of the TZ), since this designation indicates the partners’ unlimited liability. There is no special requirement concerning the name of a limited liability company (OOD): apart from the mandatory designation of the company type, it may consist of any verbal identifier. Even if that combination of letters coincides with the name of a person who has had or currently has some relationship with the company, the connection should be regarded as essentially coincidental and therefore does not create a particular need for protection. Accordingly, a capital company within the meaning of Article 64(3) of the TZ cannot be required to change a name coinciding with part of the name of a former member who has refused to give express consent for its use as a business name. Such a result would be absurd where membership is terminated against the member’s will and might even be unattainable where the member has died; it should therefore not be expected in other cases either.