| Opis: | The author of the master's thesis focuses on a comparaTve analysis of Slovenian, German, and
Austrian legal frameworks concerning company law, specifically firm names. The thesis presents the
complete normaTve regulaTon of firm names in the Slovenian Companies Act (ZGD-1), the German
Commercial Code (Handelsgesetzbuch — HGB), and the Austrian Enterprise Code
(Unternehmensgesetzbuch — UGB). It examines the legal provisions in these three jurisdicTons and
discusses the findings from Slovenian, German, and Austrian legal theory and case law, with a
parTcular focus on differences in firm name regulaTons across these legal systems.
German commercial law underwent a significant reform, the "Handelsreform," in 1998, which also
brought notable changes to firm name regulaTons. Similarly, Austria experienced a reform or
liberalizaTon of firm name law in 2005. In contrast, the Slovenian regulaTon of firm names has
remained relaTvely unchanged since the original Companies Act (ZGD), Uradni list RS, št. 15/05 –
uradno prečiščeno besedilo in 42/06 – ZGD-1, published in 1993. The author compares the three legal
frameworks, emphasizing the components of firm names. The fundamental principles of firm name
law in all three systems are outlined, followed by an analysis of the rules governing the components
of firm names and their legal protecTon.
The thesis also examines case law from Slovenia, Germany, and Austria, focusing on courts'
interpretaTon of firm name components, exclusivity and disTncTveness of firm names, and their
protecTon. It briefly describes the process of registering and entering a firm name in the commercial
register. AddiTonally, the thesis discusses industrial property rights as an auxiliary form of firm name
protecTon outside the primary company law. Trademarks, which share similariTes with firm names in
terms of exclusivity and disTncTveness, are also briefly addressed.
The key differences between the Slovenian, German, and Austrian regulaTons lie in the mandatory
components of firm names for partnerships. In Slovenia, it is compulsory to include both the legal
form of the company and the surname of at least one partner (or the general partner in a limited
partnership), whereas in Germany and Austria, only the legal form of the company is required,
without specifying partners' surnames. Differences are also evident in the regulaTon of sole
proprietorship firm names. Under Slovenian law, the firm name must include the proprietor's first
and last name, an indicaTon that the enTty is a sole proprietor, the type of acTvity, and any
addiTonal components. In Germany and Austria, sole proprietors follow the same requirements as
other companies — only the indicaTon that it is a sole proprietorship (along with a component that
individualizes the firm) is mandatory.
The author delves into these disTncTons in greater detail, analyzing the reasons behind such
regulaTons. The thesis also touches upon minor differences, such as abbreviated and intended firm
names. |
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