Guide to Choosing a Business Name in Estonia

Introduction

Selecting a business name is a crucial step in establishing a company. A well-chosen, distinctive, and memorable name contributes to brand recognition, credibility, and overall success. However, Estonian law imposes specific requirements and restrictions on business names to ensure uniqueness and legal compliance.

Legal Requirements and Restrictions

When choosing a business name in Estonia, entrepreneurs must adhere to the following legal requirements:

1. 1. The business name must include an indication of the company’s legal structure. For example:
      1. Private limited company (Osaühing, OÜ): The name must contain ‘OÜ’ or ‘osaühing.’
      2. Sole Proprietor (FIE): The name must include the proprietor’s first and last name.

• A business name must not contain the name of an individual who is not a partner in a general or limited partnership or a sole proprietor.

• The business name must be clearly distinguishable from names already registered in the Estonian Business Register.
• Merely adding a few different letters or syllables may not be sufficient to establish uniqueness.
• The pronunciation of the name must also be distinct.

• A business name must not include a verbal, letter, or numerical sign protected as a trademark in Estonia without the notarized consent of the trademark owner.
• However, the name may be permissible if the entrepreneur operates in a field where the trademark is not protected.

• The business name must correspond to the company’s main activity and should not create confusion regarding its services or products.

• Names of state or local government institutions or agencies cannot be used in a business name.

• The name of a foreign company’s branch in Estonia must include the original company name, followed by ‘Eesti filiaal’ (Estonian branch).

Ensuring Clear Distinguishability

The requirement for a business name to be clearly distinguishable is not strictly defined by the number of different letters or syllables. In some cases, a single letter may suffice, while in others, even three or more changes may not be enough. Additionally:

• Grammatical differences, such as declensions or conjugations, do not count as distinctive variations.
• The name should not be excessively short.
• Ideally, it should reflect the company’s primary business activity and, where relevant, the location of the company or its founders.

Business Name Verification

Before registering a business name, entrepreneurs should verify its distinctiveness using available resources:

• e-Business Register:
  • The Estonian e-Business Register includes a name query tool to check the availability of proposed business names against those already registered.
  • The registrar makes the final decision on the acceptability of a business name.
• Estonian Patent Office Trademark Database:
  • Entrepreneurs can check for existing trademarks that might conflict with their desired business name.
• Registrar’s Decision:
  • The commercial register maintains the authority to approve or reject business names based on their distinctiveness and compliance with legal requirements.

Conclusion

Choosing a legally compliant business name is an essential step in the company registration process. To avoid potential registration issues, it's crucial to ensure that the name is unique, meets legal requirements, and aligns with the company’s field of activity.

Entrepreneurs should conduct thorough checks using the e-Business Register and the trademark database at the Patent Office before finalizing their business name.