Corporate Law

Original Language Title: Toiminimilaki

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Read the untranslated law here: http://www.finlex.fi/fi/laki/ajantasa/1979/19790128

In accordance with the decision of the Parliament, provides for: General provisions § 1 The name refers to the name that a trader uses in its operations.
Registered trader may engage in a part of his activity with a special name (auxiliary firm-name). The trader can also be used in addition to the name change in its activities (the secondary). (10.12.1993/1123)
What is the name of this law shall also apply to the aputoiminimeä. This section 2 of the Act, as well as 3 – 6, 18, 22-24, 27-29, and 29 (a) and 29 (c) the name of the article shall apply by analogy also to the secondary. In addition, what is the law on the trial of the market (100/2013) provides for the application of the dispute and the issues relating to the name, applies, mutatis mutandis, to aputoiminimeä, and the secondary. (31.1.2013/110) the exclusive right to the name can be obtained by registering or by establishing a business. The secondary ID can be used to get an exclusive right only by consolidating.
The name may be entered in the commercial register, if it is in accordance with this law and the Office of the register of the names of clearly stands out already. The registration of the trade name registration authority may, on application by the trader before providing early information about whether the business name such that it can be entered in the register under the conditions stated in the application. (16.3.2001/247)
The name shall be considered as having been established by use, if it is more commonly known among those to which the trader's action is directed.


section 3 of the exclusive right to the name of the registered work that another trader may not be in the country to use a trade name, if the name of the designation confusingly similar to the work displayed the name of the holder, the Office may not suffer from the damage.
Based on the stabilization of the exclusive right to the name of the domain that the second trader may not be the territory in which the trade name has been well established, for the use of the trade name could be confused.


section 4 of the supplier may use the name last name, unless it is not likely to cause confusion with another with the protected trade name or trade mark.
The territory in which the trader in accordance with the use of the name in the last name, another trader may not be used for this in the name of the designation confusingly similar to the name of the domain.


section 5 of the Act to be invoked only if the sekoitettavuuteen the names of the operators engaged in the same or a similar activity.
However, you can also invoke the Sekoitettavuuteen: 1) to the name, which is a very well established and is more commonly known, if the use of another similar name, would not know the name of the goodwill of the former Office of inappropriate exploitation; or 2) for the benefit of the name, which is well established in relation to the activities of the special quality of the second, when a similar work using the name apparently would reduce the value of the first movement.


section 6 of the Settlement dispute, which concerns the right to be confused with the name of the domain, is a priority to be given to the one who can be relied upon to the earliest legal base.
If the name is well established and not to be confused with the name of the holder of the parent work within a reasonable time, taken measures in order to avoid the use of a subsequent trade name, the name of the parent remains in the legal Office of the Association. In order to avoid the likelihood of confusion, the Court of Justice in this case, however, the power of the party, as it is found reasonable, order that the name may be used only in a specific manner, such as by the addition of the name of the place, or otherwise clarifying. (31.1.2013/110) in addition to what is provided for in the other parts of the law, is the name of the following: 1) private business name cannot contain any of the other person's name as the holder;
2 the name of the company must be) the word "partners", unless the company otherwise apparent from the name of the form, and the name must be the name of a person other than the company of a man;
3 in the name of a limited partnership with a company that will be), the word "limited" or more commonly known as the abbreviation, and the name must be the name of a person other than the person's;
in the name of a private limited liability company 4) will need to have the word "company" or the abbreviation "Ltd." in the name of a public limited liability company and the words "public limited company" or the abbreviation "PLC" and, in the case of a condominium, the point and the name of the company's registered office clearly occur; (14 February 1997/148) in the name of the cooperative work of 5) must have the word "cooperative", yhdysosa "share" or the abbreviation "osk", and the name of the person in the name and for the members of the payment obligation of the reference; (28.12.2001/1492) 6), a nonprofit association of the name comes from the name of the registered association, including Association;
the name of the Foundation shall consist of 7) Foundation registered name of the Foundation; (28.11.1994/1076), 7 (a)) the name of the European economic interest grouping is valid, what is a European economic interest grouping (EEIG) for the implementation of Council Regulation (EEC) No 2377/90 2137/85, paragraph (a) of article 5, (22 December 1994/1302), 7 (b)), the name of the Statute for the European company statute is valid, what (IT) of the rules of Council Regulation (EC) no n ° 2157/2001, in accordance with article 11; (13 August 2004/746), 7 (c)), the name of the SCE, the is valid, what the rules of the European cooperative society (SCE) Council Regulation (EC) no 1435/2003, article 10; (19.10.2006/910) 8) foreign trader by the name of the branch in Finland must include the name of the foreign business in increments, which shows the page move; as well as the (28.11.1994/1076) 9), in the name of the Association shall have the right of residence to the word ' right to Association ". (28.11.1994/1076)
The private limited company aputoiminimeen not be included in the words "public limited company" or an abbreviation "Ltd.", a public limited liability company aputoiminimeen the words "public limited company" or an abbreviation "PLC" and the cooperative aputoiminimeen the word "cooperative", "yhdysosaa", or an abbreviation, "osk". (28.12.2001/1492)
In addition to what is provided for by this article, shall comply with the provisions of the other parts of the name of the law.


section 8: The name should identify the holder of the company. If you criticise the name yksilöivyyttä must pay attention to all the branches that arise. The name, which indicates only the quality of the goods or services offered to the public or in the name or the name of the place in which it is commonly known, or only contains a unique name may be considered only when it is established. Yksilöivyyttä conceived as a factor to be considered a part of the name does not exist, indicating only the corporate form.


section 9 of the trade name may not be a good way or contrary to public policy and to become liable to mislead the public.


section 10 of the Act shall not, without the consent of the appropriate name to be: 1) a national or international referred to as the name of the principal, which according to the law, or it is not permissible to use in the course of trade, and not a term which is liable to be confused with it;
2) which can be used to include a second last name, the name of the name of taiteilijanimeksi or vastaavanlaiseksi, unless obviously mean the long dead people, or anything of the sort, which can be used to understand the Foundation, or the name of an association or a community;
3) which can be used to include the name of the protected literary or artistic work of another, when the name is original, or any other intellectual property right of sanotunlaiseen the work; or 4) nothing of the sort, which is confusingly similar to the name of the second protected, with subsidiary name or trade mark.


the name of the article 11 of the Act may be registered as two-or useampikielisenä, if the terms in different languages, in substance, similar to each other. What the name is provided, shall apply to any such expression.


section 12 (9.3.1990/233) Registration based on the exclusive right to the name shall be valid from the day of the date on which the notification is received at the enterprise and organizational (244/2001) article 10 of the said authority. (16.3.2001/247)
By way of derogation from article 1 of the Finnish companies Act (624/2006) or the cooperative law (421/13) in the context of a merger or Division referred to in the registration based on the name of the Act is in force from the date of the draft terms of merger or Division is received at the registry for the purposes of the registration authority. The same applies to the right based on the registration of the name of the cooperative law in the context of the Community referred to in shape. (14.6.2013/434)
If the trader has applied to register the name of the registration authority of prior knowledge of the conditions, the exclusive right to the trade name shall be valid from the date on which the application is filed with the Registrar. This exclusive right does not exist, if the registry authority in its decision on the application for preliminary information says that advance information be provided or if the trader has not announced the name of the relevant register within six months after the start of an exclusive right. The decision on the registration authority's prior knowledge may not be appealed. (16.3.2001/247)


The name of the transition from section 13 of the



The name shall be made available to the other only in the context of the transfer of business activities.
The name moves to the context of a transfer of economic activities, not only when the name contains a private trader or company man's last name, or it is otherwise agreed.


section 14 If the death of the private business activities of the trader's move to the osituksessa or the distribution of the estate, the spouse or another shareholder of legacy or testament under the name of the beneficiary, the will to use it, without modification, unless otherwise agreed or osituksessa or heritage Division of the Testament.


section 15 if the company or limited partnership the company personally's death in the name of the company's operations will continue to be used, without modification, to the name of the deceased, even if is included in it, unless otherwise agreed by the company men.
When the company man is different from the open of the company or the General male the name of a limited partnership with a company, the company may be kept in the name of the man in action only if a company man, agreed to do so.


section 16 When the name should be in the case provided for in article 13, to include other than the holder or the company name, the name of the transition, however, be accompanied by the indication of the changed state of affairs or the insertion.


section 17 of The name may not be attached.
If a sole trader, partnership or limited partnership, the company is declared bankrupt, is the name of the estate, unless the debtor or by the company man's last name. The name came from the bankrupt estate may, however, be used during the period in which the activities will be continued on behalf of the estate.


The ban on the use of the name of the section 18 If the name or its use is contrary to the requirement of good faith or endanger public order or to mislead the public, the Court may, to the extent that it is found to be necessary, subject to a penalty payment, to prohibit the holder of the trade name from using it.
The prohibition referred to in subparagraph (1) above, the Court may be issued, and the threat of the fine also, if someone has breached the right of the name of the second Act.
The ban on the action to be driven each, for which the name or its use. The action shall be allowed in the cases referred to in subparagraph (1) is also in the Ministry of employment and the economy imposed by the authority as well as the interests of the traders concerned the supervisory community. (31.1.2013/110)
The threat of a fine for the condemnation of the action must do it, at the insistence of the injunction has been issued, as well as, if the injunction is issued pursuant to paragraph 1, including the Ministry of employment and the economy imposed by the authority. (31.1.2013/110), section 18 (a) (21 July 2006/682), the Court may 18 in proceedings referred to in the section dealing with the exclusive right of the holder of the order of the transmitter, server or other device to an administrator or other intermediary service provider, subject to a penalty payment, to suspend the use of the name of the alleged to be defamatory (injunction), as it is not unreasonable, taking into account the work the exclusive right to a user, the name of the intermediary and the rights of the holder.
Before section 18 of the complaint referred to in paragraph 2, the Court may, on application by the right holder an exclusive right to provide for suspension of the order, if the conditions set out in subparagraph (1) is subject to, and if it is apparent that the implementation of the rights of the holder of an exclusive right otherwise seriously in jeopardy. The Court is to be reserved, as well as the person to whom the order is sought to be given, that the alleged infringing the right to work, the opportunity to be heard. The order for service of the person to whom it is applied for, may be sent by post or fax, or e-mail. (31.1.2013/110)
The Court may, at the request of the temporary suspension order referred to in paragraph 2, without consulting the alleged any violations may result, if the urgency of the matter, it necessarily requires. The order is in effect until further notice. The alleged infringer an injunction is an order without delay, after the adoption of the opportunity to be heard. When the alleged any violations may result, the Court shall forthwith be decided whether the order or cancel it.
Under this section of the suspension order will not be compromised by a third party's right to send and receive messages. The suspension order shall enter into force on the date on which the applicant natural person who set the bailiff (705/2007) 8 the security referred to in article 2 of chapter. The possibility of setting up the security provided for in the code of released from Chapter 7, paragraph 7, of the ML. Under paragraph 2 or 3 of the suspension Ordinance shall lapse, unless otherwise provided in section 18 of the action referred to in paragraph 2, be brought up to the Court, within one month of the adoption of the order. (31.1.2013/110)
As has been said, the suspension order is replaced by the person to whom the order was issued, as well as the execution of the alleged injury suffered by the infringer an injunction as well as the costs of the case, if article 18 (2) of the intended action is rejected, or is dismissed as inadmissible or if the matter is left to the old, therefore, that the applicant has withdrawn his application to the Court or not. The same is valid if the withdrawal or suspension pursuant to paragraph 3 of the order under paragraph 4 lapses. The replacement of the damage and the costs of the proceedings Chapter 7 Chapter 12.


The repeal of article 19 of the registration If the name is registered under this Act or any other act in breach of the provisions governing the registration of the name and there is still a barrier, the Court may revoke the registration of the present action.
The registration can be reversed: 1) where the name has become illegal after it has been registered and is still illegal.
2 the holder of the trade name) if there is no longer a trader; or 3) if the name does not exist in the last five years, the holder of the trade name and click the acceptable reason.


under section 20 (31.1.2013/110) an action for the annulment of the registration drive, which is caused by the registration of each harm. The action shall be run by the Ministry of employment and the economy, and the authority provided for in article 18, for the community, unless the action based on section 10 of the 2 – 4.


the annulment of the registration of a judgment under section 21 of The final, the registration authority shall remove the name from the registry. The Court may, however, require that the name can be the name of the new registry, the registry notification necessary within a reasonable time.


The penalty provision in section 22 That intentionally in the name of the right to work, the other is to condemn the violation of the name punishable by a fine.
The public prosecutor may prosecute for an offence referred to in paragraph 1 only if the owner has announced its prosecution to be. (2011/445)


Compensation/refund obligation (21 July 2006/682) section 23 (21 July 2006/682), the trader, whose business is intentionally or recklessly violated the right of the name of the second Act, an emanation of the State has a duty to use reasonable compensation, as well as to compensate for the damage caused by the infringement of the name. If negligence is only slight, can be used to settle a compensation for the loss.
If huolimattomuuttakaan is not a violator is liable to pay reasonable compensation for using the name.
Indemnity and compensation for the damage may be required only for the last five years before the action was brought. The right to compensation and the compensation of the damage is lost, if the action is not brought within the said period.


23 (a) section (21 July 2006/682), the Court may, with the name of the applicant in the infringement proceedings on the order, that the defendant must reimburse the costs incurred by the applicant, that the fact that he is, mutatis mutandis, to publish the final judgment, I was where the defendant has been found to have infringed the right to the name. The order will not be issued if the dissemination of the information is in a law limited. When considering whether to order and the order of the Court shall take into account the contents of the publication of the general importance of the nature and scope of the infringement, the disclosure of the costs and other related issues.
The court orders the disclosure of which may be reimbursed the reasonable costs of the defendant. The applicant does not have the right to compensation if the judgment has not been made public within a period to be determined by a court judgment which has become final judgment.


Precautionary measures article 24, to condemn the trader under section 18, on the basis of the threat of a fine imposed by the Court, the Court may, as it is found reasonable, order that the name of the domain that has been operating on the plate, with the goods, packaging, advertising, business document or another, is about to be deleted, or that the name is converted so that it can no longer be used in the wrong way. If such a measure is not otherwise achievable, it may be provided that, in the name of the property to which the Act has been implemented, shall be destroyed or that it is necessary to be changed.
When the name of the second breach of the right to work, the Court allowed the claim, that right has been violated, determine the measure referred to in subparagraph (1) of the ryhdyttäväksi, in order to prevent the recurrence of the infringement as deemed necessary.

If a penalty is placed in accordance with the decision of the obligation is not complied with, or where there is reason to believe that a crime has occurred in paragraph 22, the Court may order that the property referred to in subparagraph 1 and 2 above shall be seized until it provides otherwise. In this case, it is, mutatis mutandis, in effect, what the seizure in a criminal case.


Miscellaneous provisions article 25, If the right to the name of the registered work has been infringed, the infringement shall be condemned to the 22 – the penalty provided for in article 24, after the registration has been revoked by a final judgment.


Article 26 (31.1.2013/110), section 26, is repealed by the L:lla 31.1.2013/110.


in order to strengthen the application of section 27 of the fact, whether the right to work in the name of a specific procedure in place or whether such a right can be taken before the Court, if there is some doubt about, and this is detrimental to the applicant.

2 L:lla 31.1.2013/110 is repealed.



section 28 (31.1.2013/110) this law are based on the issues of the dispute and the application in the market.
The processing of the application of the dispute and the issues in the market provided for in the Act on the right to start in the market.


section 29 (31.1.2013/110) the charge referred to in subparagraph (1) of section 22 of the trade name infringement deals with the District Court of Helsinki.
In the context of the charge referred to in paragraph 1, the matter can be dealt with in the private prosecution of the offences referred to in article 23 of the resulting from the credit memo and the claim, as well as in accordance with article 24 of the claim notwithstanding the provisions of section 28 of the Act provides.
The Court remains competent to investigate the requirement referred to in paragraph 2, even though the conditions of the perustaneissa there is a change in the requirement after the presentation.


29 (a) of section (31.1.2013/110) article 29 of the law of the court seised of the case referred to in the opinion of the registration authority to request the proceedings shall apply to the market Court Act, Chapter 4, section 22 of the Act provides for the right to obtain the opinion of the law of the market.


section 29 (b) (31.1.2013/110) in dealing with the matter referred to in article 29, the District Court may be assisted by experts for a maximum of two on the right of the law on the market (99/13) referred to in article 7 (2) of the expert members.
The expert opinion of the District Court shall be given in writing to him to do. The expert shall have the right to put questions to the parties and the witnesses. Prior to the ruling of the District Court shall be reserved for the parties the opportunity to comment on the opinion of an expert.
The right to remuneration, shall apply to the market of an expert of the right under article 37 of the law on the expert's fee.


section 29 (c) (31.1.2013/110) referred to in article 29 of the Court dealing with the matter, the obligation to notify the registration authority of the resolution shall apply to the right to start the market Court Act, Chapter 4, section 23 provides for the right of the obligation to notify the market solution.


section 30 of the law of the State and the Department of the exclusive rights referred to in this name as it would be on the registered name.


the name of the article 31 of the Act of writing is the size of the name the name of the author must be clearly marked, and it signed. When you enter the name of the auxiliary firm-name, has also been mentioned.
During the bankruptcy or liquidation of the changed state of affairs is the name of the type by miraculous increments.
The writing of the name is to be used, what it is specifically.


section 32 of this Act shall enter into force on 1 March 1979.


Article 33 of this law shall also apply before the entry into force of the law in the name of the registered work, however, in such a way that: 1) to the registration of the name, which has occurred prior to the entry into force of this law, may be under section 19 repealed only if it would have been possible prior to the entry into force of this law; and the entry into force of the laws of 2) registered in the name of the cooperative, which is included in the yhdysosa ","-"," keep the name unchanged notwithstanding the provisions of article 7, paragraph 5.
In addition to what is provided for in the 10-year limitation period shall, prior to the entry into force of this law of compensation for the infringement occurring in the name of the place, that the right to damages is lost, unless these were instituted after the entry into force of the laws of the period of five years.

The change of the date of entry into force and the application of the acts: 9.3.1990/233: this law shall enter into force on 1 April 1990.
This law shall apply to the notification of the name, which will be made after the entry into force of this law.
THEY 210/89, lvk. Mrs. 16/89, svk. Mrs. 241/89 28.12.1990/1279: this law shall enter into force on 1 January 1991.
THEY 242/89pankkivk. bet. 8/90, svk. Mrs. 182/90, svk. Mrs. 182 (a)/90 10.12.1993/1123: this law shall enter into force on 1 January 1994.
THEY 246/93, 28.11.1994/1076 TaVM 46/93: this law shall enter into force on 1 March 1995.
THEY YmVM 9/16/94 of 22 December 1994, 94/1302: this law shall enter into force on 1 January 1995.
THEY 229/94, TaVM 35/94, Council Regulation (EEC) No 2377/90 2137/85; OJ No l L 199, 31.7.1985, p. 1 14 February 1997/148: this law shall enter into force on 1 September 1997.
Before the entry into force of this law established a joint stock company in which the securities are issued by the securities market Act (452/89), Chapter 1, section 3 of the public traded within one year of the entry into force of the law, is to change the name to match the name of a public limited liability company, paragraph 7, of the requirements set out in paragraph 4.
THEY'RE 89/1996, TaVM 24/1996, EV, 233/1996, Council Directive 77/91/EEC, OJ No L L 26, 31.1.1977, p. 1, 16.3.2001/247: this law shall enter into force on 1 April 2001.
THEY'RE 188/2000, TaVM 2/2001, EV 13/2001 28 December 2001/1492: this law shall enter into force on 1 January 2002.
THEY'RE 176/2001, 21/2001, EV TaVM 217/2001 13 August 2004/746: this law shall enter into force on 8 October 2004.
THEY'RE 55/2004, TaVM 13/2004, EV 107/2004, Council Regulation (EC) No 1782/2003 n ° 2157/2001 (32001R2157); OJ No l L 294, p. 1, on 21 July 2006/682 8.10.2001: this law shall enter into force on 1 September 2006.
This law also apply to (a) of article 18 of the dispute, which has been initiated before the entry into force of this law.
The breach, which was prior to the entry into force of this law, shall be subject to article 23 of the law, the entry into force of this law, instead of force.
The dispute, which has been initiated before the entry into force of this law, shall be subject to article 23 of the law, (a) the entry into force of this law, instead of the provisions in force.
THEY LaVM 6/26/2006, 2006, EV 67/2006 19.10.2006/910: this law shall enter into force on 1 November 2006.
THEY'RE 54/2006, TaVM 9/2006, EV 99/2006, Council Regulation (EC) No 1782/2003 1435/2003 (32003R1435); OJ No l L 207, 18.08.2003, p. 1, 2011/445: this law shall enter into force on 17 May 2011.
THEY LaVM 34/286/2010, 2010, EV 31.1.2013/311/2010 110: this law shall enter into force on 1 September 2013.
The application of the dispute, and the criminal case in the District Court, which has been initiated before the entry into force of this law, upon the entry into force of this law, are treated in accordance with the provisions in force.
Before the entry into force of the law can be taken in the implementation of the law.
THEY LaVM 15/124/2012, 2012, EV 158/2012 14.6.2013/434: this law shall enter into force on 1 January 2014.
THEY are 185/6/2013, 2012, TaVM EV 48/2013