A very important point that is often overlooked when starting a new company is checking the desired company name for conflicts with existing protective rights of other companies.  

One such protective right is, for example, a trademark. National trademarks are registered by the German Patent and Trademark Office (DPMA) upon application and after checking their eligibility for registration. By registering, the trademark owner acquires a unique distinguishing feature: he alone decides on the use of the protected word and/or image trademark within the respective protected framework. Moreover, a trademark can also obtain protection through use (without registration), although the requirements are quite high and often difficult to prove in individual cases.  

The commercial register enters the desired company name as long as it is not already taken and is eligible for registration. However, it does not check for existing protective rights. Therefore, even the establishment of the company could potentially constitute an infringement of third-party rights. 

Most entrepreneurs operate their Limited company in Germany and manage it from there as well. Therefore, an independent branch of the Limited is established in Germany. The company comes into existence by registration in England. Consequently, the personal liability limitation applies fully - even if it is not registered in the German commercial register. The registration of the branch office is therefore merely declaratory. However, the registration of the branch office in the commercial register should naturally occur, as it is mandatory.

In its "Centros" decision, the European Court of Justice (ECJ) ruled that the German judicial practice up to that point violated the European-guaranteed freedom of establishment. Subsequently, the German Federal Court of Justice (BG) confirmed this on 03/13/03. An English Limited company is thus fully legal and capable of doing business in Germany. An entrepreneur has the same right to open a branch in Germany as, for example, a Munich GmbH can open a branch in Hamburg. This also means, in particular, that personal private liability is completely excluded with a Limited.