Law Summary
Use of Terms Describing Business Purpose
- Terms describing the primary and secondary purposes must be used in sequence.
- The first term denotes the corporation's primary purpose, and the second term is for the secondary purpose if any.
Name Similarity, Distinctiveness, and Prohibited Elements
- Names shall not be identical, misleading, or confusingly similar to registered corporate, partnership, or sole proprietorship names.
- If similar, distinctive words must be added unless the existing name is unique.
- Consent is required from the board or majority partners to use a name similar to a coined or unique name.
- Punctuation marks, spaces, symbols, or similar characters cannot serve as distinguishing elements.
- Names composed solely of special characters or symbols are prohibited.
Use and Registration of Trade or Business Names
- Business or trade names different from corporate or partnership names must be indicated in incorporation or partnership documents.
- Multiple trade names are allowed.
Use of Registered Trademarks in Corporate or Partnership Names
- A trademark registered with the Intellectual Property Office may be included in a corporate or partnership name with the owner’s consent.
Use of Personal Names
- Personal names may be used if the person is a stockholder, member, or partner and has consented.
- Consent from the estate is needed if the person is deceased.
- The Commission may require explanations for using a person's name.
- Initials’ meanings must be disclosed in the relevant corporate or partnership documents.
Use of Foreign Corporation Names and Foreign Language Names
- Use of internationally known foreign corporation names is restricted to subsidiaries with parental consent.
- Foreign language names that violate public morals, public order, or contain offensive meanings in official Philippine languages are barred.
Use of Local Geographical Names
- Local place names can be used only if accompanied by a descriptive word or phrase.
Use of Specific Words and Phrases Regulated by Law
- Words like "Finance Company", "Investment House", "Lending Company", "Pawnshop", "Bank", "Trust Corporation" etc., can be used only by entities authorized under specific laws.
- Terms related to professions regulated by special laws must adhere to those laws.
Restrictions on Use of Certain Words by Entities
- Words like "Investment", "Capital", "Asset Management", "National", "State", and others are restricted to specific organizations.
- Non-stock corporations may use words like "Association" or "Organization".
- Terms related to securities and exchange regulated entities are restricted to such entities.
Protection of Red Cross and Related Emblems
- Use of the terms "Red Cross", "Red Crescent", "Red Crystal" or their translations is prohibited without Philippine Red Cross consent.
Non-exclusivity of Enumerated Restrictions
- The listed limitations on names may change based on new laws or administrative orders.
General Grounds for Name Disapproval
- The Commission may disallow names that mislead, deceive, cause confusion, or violate public morals.
Use of Names of Dissolved or Revoked Entities
- Names of dissolved corporations or partnerships cannot be used within three years post-dissolution or six years post-revocation unless prior consent is obtained.
- Re-registration requires board resolution, latest General Information Sheet, and an affidavit regarding property/liabilities.
- Approved new entities receive new registration numbers and TINs.
Name Reservation and Approval Procedures
- Reservation or notice of name availability does not imply approval.
- Alterations to name reservation forms are not allowed.
- Appeals or complaints regarding names are handled by the Company Registration and Monitoring Department (CRMD) and may be appealed to the Commission En Banc.
Undertaking to Change Name Upon Commission’s Directive
- Entities must submit an affidavit to change their name if notified that the name has prior rights or is misleading or contrary to public policy.
- This affidavit may be part of the articles of incorporation or partnership.
Effectivity and Supersession Clause
- This Memorandum Circular supersedes inconsistent prior issuances and takes effect immediately.