The General Directorate of Notaries and Registries (GDNR) published a resolution in the Spanish official state gazette (BOE) dated 26th July 2019 regarding a resolution of 3rd July 2019 resulting from an appeal filed against the refusal of the registrar of the Central Companies Registry III to reserve a corporate name. The case deals with an application filed by an individual to reserve the name “Grupo Juinsa, Sociedad Limitada”, to which the registrar of the Central Companies Registry issued a negative certificate.
The main reason for the refusal was the existence of the corporate names “Junsa, S.L.”, “Junisa Sociedad Anónima”, “Juin, Sociedad Anónima”, and “Joinsa, S.A.”, that is to say, the identity already existed.
The applicant filed an appeal against the decision.
With regard to detecting the identity of corporate names, the GDNR explained that it should not be forgotten that it is a matter of determining when the name identifies, with a certain margin for security, the party responsible for certain legal relations. For this, the interpretation of regulatory criteria, especially the interpretation of criteria which incorporate concepts which are indeterminate, such as those relative to either “generic or accessory” terms, or to signs or particles of “scarce meaning” or words with “notorious phonetic similarity”, does not necessarily have to be carried with great restriction nor great laxity, or with the consideration that it is not possible to simultaneously apply two or more of these criteria which are contemplated in article 408 of the Commercial Registry Regulations. Within this difficult balance, the task of qualifying the identity of the corporate names must be carried out in such a way that the interpretation and application of such rules, in accordance with the teleological criteria already pointed out, should be tempered to the circumstances of each case.
Taking into account the aforementioned considerations, the matter focuses on determining whether, between the corporate name applied for and those already registered, as indicated by the registrar in his certificate, there are sufficient elements which may sustain the existence of a substantial identity which justifies the refusal of the registrar, which requires an individual analysis of each case in relation to the names already registered.
The terms included in the name applied for in this case “Juinsa” has a clear similarity to those already registered «Junsa», «Junisa» and «Joinsa», and lesser so with «Juin», but it is necessary to recognise that although the referred to names are similar, they are also clearly differentiable, and since they are not identical, there are elements which make them discernible. It is clear that the grammatical and phonetic differences, together with the inclusion of the term, results in them being clearly distinguishable names for the purposes of the legal requirement of identification.
Consequently, the GDNR agreed to allow the appeal and overturned the registrars refusal.
Mika Tsuyuki
Vilá Abogados
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11th October 2019
