Photo from Unsplash | Austin Kirk

This article was originally published on June 1, 2022 and has been updated to reflect recent legal developments.

The following post does not create a lawyer-client relationship between Alburo Alburo and Associates Law Offices (or any of its lawyers) and the reader. It is still best for you to engage the services of a lawyer or you may directly contact and consult Alburo Alburo and Associates Law Offices to address your specific legal concerns, if there is any.

Also, the matters contained in the following were written in accordance with the law, rules, and jurisprudence prevailing at the time of writing and posting, and do not include any future developments on the subject matter under discussion.

AT A GLANCE:

Section 17 of the Revised Corporation Code of the Philippines, no corporate name shall be allowed by the Commission if it is not distinguishable from that already reserved or registered for the use of another corporation, or if such name is already protected by law, or when its use is contrary to existing law, rules and regulations.

Most, if not all, corporations give serious considerations when deciding or choosing a corporate name.  In many cases, the name of the corporation reflects the nature of the business as part of a marketing strategy, while in other instances, incorporators opt to include their family name to project prestige, goodwill, or legacy.

However, the choice of a corporate name is not left entirely to the whim of the incorporators or owners. The use and registration of corporate names are regulated by law.

When Is a Corporate Name Registrable?

Under Section 17 of the Revised Corporation Code of the Philippines, no corporate name shall be allowed by the Commission if it is not distinguishable from that already reserved or registered for the use of another corporation, or if such name is already protected by law, or when its use is contrary to existing law, rules and regulations.

When is a name not distinguishable?

In Section 17 of the Revised Corporation Code, a name is not distinguishable even if it contains one or more of the following:

(a) The word “corporation”, “company”, “incorporated”, “limited”, “limited liability”, or an abbreviation of one of such words; and

(b) Punctuations, articles, conjunctions, contractions, prepositions, abbreviations, different tenses, spacing, or number of the same word or phrase.

What actions can the SEC take if a corporate name is found to be not distinguishable, already protected by law, or contrary to regulations?

The Commission may summarily order the corporation to immediately cease and desist from using such name and require the corporation to register a new one, upon determination that the corporate name is: 

(1) not distinguishable from a name already reserved or registered for the use of another corporation; 

(2) already protected by law; or 

(3) contrary to law, rules and regulations. 

The Commission shall also cause the removal of all visible signages, marks, advertisements, labels, prints and other effects bearing such corporate name. Upon the approval of the new corporate name, the Commission shall issue a certificate of incorporation under the amended name. 

If the corporation fails to comply with the Commission’s order, the Commission may hold the corporation and its responsible directors or officers in contempt and/or hold them administratively, civilly and/or criminally liable under this Code and other applicable laws and/or revoke the registration of the corporation. (Section 17, Revised Corporation Code)

Hence, a person or group of persons desiring to incorporate shall submit the intended corporate name to the Commission for verification. If the Commission finds that the name is distinguishable from a name already reserved or registered for the use of another corporation, not protected by law and is not contrary to law, rules and regulations, the name shall be reserved in favor of the incorporators. The incorporators shall then submit their articles of incorporation and bylaws to the Commission. (Section 18, Revised Corporation Code)

Click here to subscribe to our newsletter

Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries regarding legal services, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/ 09175772207/ 09778050020.

All rights reserved.