Name of a Legal Entity
📘 1. General Characteristics of the Article
The name of a legal entity is its identifier in civil circulation, through which:
- it is distinguished from other legal entities;
- it is identified in registries, contracts, and court cases;
- the exclusive right to a trade name is established (for commercial organizations).
Article 38 of the Civil Code of the Republic of Kazakhstan regulates:
- the structure of the name;
- restrictions;
- the procedure for legal protection;
- consequences of unlawful use.
🧱 2. Structure of the Name (Paragraph 1)
“The name of a legal entity shall include its designation and an indication of its organizational and legal form...”
🔹 Mandatory Elements:
- Designation (name) – a verbal designation created by the founders.
- Organizational and legal form – for example, LLP, JSC, production cooperative, foundation, etc.
📌 Examples:
- LLP “Astana Logistics”
- JSC “QazaqMunaigas”
🔹 Additional Information:
- field of activity (if required);
- indication of status (for example, “national,” if permitted by law);
- geographical reference (at the founders’ discretion).
⚖️ 3. Restrictions on Choosing a Name
“...the use of names contrary to the requirements of legislation or public morality shall not be permitted...”
The following are prohibited:
- use of offensive or immoral words;
- use of personal names without consent (unless it is the name of a participant or founder);
- assignment of a name fully or partially identical to that of an already registered legal entity;
- indication of state authorities if the organization is not such an authority (see Paragraph 4).
📌 Examples:
- ❌ LLP “Ministry of Trade of the Republic of Kazakhstan” — prohibited.
- ❌ LLP “Kazakh Halyk Bank” — duplicates a registered name and infringes rights.
📑 4. State Registration of the Name
“Under a specific name, a legal entity shall be entered into the National Register of Business Identification Numbers (BIN)...”
Registration of the name:
- is carried out during the state registration of the legal entity;
- is recorded in the Unified State Register of Legal Entities;
- the BIN is assigned in connection with the name, ensuring its uniqueness.
📌 In the event of a name change, it is necessary to:
- amend the charter;
- register the amendments with the justice authorities;
- re-register the BIN data.
🏢 5. Trade Name (Commercial Legal Entities)
“...after registration of the legal entity, it becomes its trade name.”
🔹 A trade name is an object of rights protected as an intangible asset:
- it possesses exclusivity;
- it may be protected in court;
- unlawful use constitutes grounds for a claim and compensation.
📌 The holder of a trade name has the right to:
- prohibit its use;
- demand withdrawal of goods bearing the unlawful name;
- recover damages (Articles 9 and 145 of the Civil Code of the Republic of Kazakhstan, the Law “On Protection of Competition”).
⚖️ 6. Prohibition on the Use of Names of State Authorities (Paragraph 4)
“The use of references to official names of state authorities shall be prohibited...”
📌 The purpose is to prevent misleading citizens and counterparties.
🔹 Examples of prohibited names:
- ❌ LLP “National Police of Kazakhstan”
- ❌ JSC “Akimat of Nur-Sultan”
🔹 Exceptions are possible only:
- under special legislation;
- for organizations established by the state itself (for example, NJSC “Government for Citizens”).
📚 7. Related Provisions
| Provision | Content |
|---|---|
| Civil Code of the RK, Article 145 | Protection of trade names, trademarks, and copyrights |
| Civil Code of the RK, Article 111 | Name of associations of legal entities |
| Law “On State Registration of Legal Entities” | Procedure for registration and change of name |
| Law “On Protection of Competition” | Unfair competition related to the use of another entity’s name |
| Law “On National Companies” | Grounds for using the words “national” and “state” in a name |
| Order of the Ministry of Justice of the RK No. 272 (2020) | Methodology for checking the uniqueness of LLP names during registration |
🧾 8. Practical Examples
🔹 Example 1: Almaty, 2021
An LLP used a name similar to that of a well-known bank. Upon the bank’s claim, the court recognized the use as unlawful and ordered the company to change its name and reimburse damages and legal expenses.
🔹 Example 2: Shymkent, 2022
A founder attempted to register an LLP with a name identical to a brand that had not been registered as a trademark. The Ministry of Justice refused registration due to formal similarity in the Unified State Register.
🌍 9. International Approaches
✅ TRIPS Agreement (WIPO)
- supports legal protection of trade names;
- recognizes them as intellectual property.
✅ UNCITRAL Model Law
- establishes requirements for uniqueness and registration protection of legal entity names.
✅ 10. Conclusion
Article 38 of the Civil Code of the Republic of Kazakhstan establishes:
- mandatory and additional requirements for the name of a legal entity;
- the legal regime of trade names of commercial organizations;
- protection against unfair or misleading use of names.
🔹 This provision protects participants in civil circulation from confusion, unfair competition, and reputational risks.
Attention!
Law and Law Law Law draws your attention to the fact that this document is basic and does not always meet the requirements of a particular situation. Our lawyers are ready to assist you in legal advice, drawing up any legal document suitable for your situation.
For more information, please contact a Lawyer / Attorney by phone: +7 (708) 971-78-58; +7 (700) 978 5755, +7 (700) 978 5085.
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