New rules on use of country name in business names issued

On December 27 2006 new regulations governing use of the name Lithuania in the names of legal entities, their branches or representative offices came into force.

The most significant amendment brought in by the regulations is that the official name the Republic of Lithuania or short name Lithuania (Lietuva in Lithuanian) may not be used in the names of legal entities in languages other than Lithuanian except as otherwise provided for by the law. This is based on the fact that the Civil Code of the Republic of Lithuania establishes the rule that the name of a legal person shall be composed by taking into consideration the norms of standard Lithuanian. For instance, if a foreign company that intends to use the name Lithuania in its company name has an interest in the international (but not the Lithuanian) market, use of the name Lithuania can be in the Lithuanian language only.

If a company seeks to use the name the Republic of Lithuania or Lithuania in its name or in the name of a local branch or representative office, an application on behalf of the legal entity must be submitted to the Ministry of Justice of the Republic of Lithuania. It should be noted that under the new rules such an applicant must be a natural person who is authorized by the legal entity. Under the previous rules, natural persons, legal persons or groups of such persons were allowed to make this type of application.

An application to register a name that includes the name the Republic of Lithuania or Lithuania must be accompanied by:

• an act of incorporation;
  
  
• a certificate of registration;
  
  
• the articles of association of the legal entity or its branch or representative office if there is an intention to use the name the Republic of Lithuania or Lithuania in the name of the branch or the representative office; and
  
  
• evidence that the legal person has indicated an intention to change its name.

All the documents issued in foreign states must be legalized with an apostille and translated into Lithuanian. The translation must be confirmed in writing by the translator.

Permission to use the name the Republic of Lithuania or Lithuania may be granted if, among other things, the legal person:

• protects Lithuania's interests in other states or international organizations;
  
  
• engages in activity that is of strategic importance for Lithuania's economy;
  
  
• represents Lithuania's culture, science and manufacturing traditions; or
  
  
• is a branch or representative office of a well-known foreign legal entity or other organization.

The new regulations also establish the following rules dictating when permission from the Ministry of Justice to use the name the Republic of Lithuania or Lithuania is not necessary:

• When a special law allowing such use has been enacted;
  
  
• When the whole name of an existing legal person, which includes the name the Republic of Lithuania or Lithuania is assigned to a new legal entity if the existing legal person is only a shareholder of the new legal entity; and
  
  
• When the whole name of an existing legal person, which includes the name the Republic of Lithuania or Lithuania is assigned to a branch or representative office.

In addition, on a general level, a company name may not:

• contradict public order or good morals;
  
  
• mislead the public as to the identity of the owner, co-owner, registered office, purpose of activities or juridical form of the entity;
  
  
• be identical to the names of local businesses, foreign businesses, institutions and organizations, as well as trademarks and service marks which are familiar to the Lithuanian public; and
  
  
• be identical or confusingly similar to well-known trademarks and service marks, which were submitted for registration and were registered prior to the registration of the applicant company.

Applications to use the name Republic of Lithuania or Lithuania in a company name are delivered to a standing commission, which issues a recommendation to the Ministry of Justice to grant the right to use the name. A decision must be issued within 20 days from the date the application was submitted. Where the requirements specified in the regulations are fulfilled and the relevant fees are paid, an open-ended permission shall be issued.

Following consideration of a commission proposal, the Ministry of Justice may cancel the permission if the legal entity no longer fulfils the relevant criteria. The applicant shall be notified within 15 days from enactment of such a decision.

Disputes related to the use of a name shall be resolved under the procedure prescribed by law.

Andrius Liubinas, Law Firm AAA Baltic Service Company, Vilnius