A foreign company entering China faces a problem that doesn’t exist in most other markets: its brand name may not be available as a company name in China. The Chinese company name registration system has rules that restrict what a company can be called, and the restrictions affect foreign brands in ways that aren’t immediately obvious. A company that assumes it can register its English brand name as its Chinese company name is in for a surprise.
Here’s how the system works and what foreign brands should do.
The Structure of a Chinese Company Name
A Chinese company name has a prescribed structure: the administrative region, the trade name, the industry description, and the company type. The full name is structured as “Administrative Region + Trade Name + Industry Description + Company Type.” For a WFOE in Shenzhen named after the brand “Smith,” the Chinese company name might be “Shenzhen Smith Precision Machinery Co., Ltd.”
The administrative region is the city or the province where the company is registered. A company registered in Shenzhen uses “Shenzhen” or “Guangdong Shenzhen.” A company that wants to use “China” in its name — “China Smith Co., Ltd.” — must meet additional requirements, including a registered capital that exceeds a specified threshold and approval from the national Administration for Market Regulation.
The trade name is the unique identifying element. The trade name must be distinctive — it can’t be identical to an existing company name in the same administrative region and the same industry — and it must comply with the naming restrictions. The trade name is typically two to four Chinese characters, though longer names are possible.
The industry description describes what the company does — “Precision Machinery,” “International Trade,” “Technology Development.” The description must be consistent with the business scope and must use the standardized descriptions in the AMR’s registration system.
The company type is the legal form — “Co., Ltd.” for a limited liability company, “Co.” for a company limited by shares.
The Language Issue
A Chinese company name must be in Chinese. The English name — the name a foreign company uses in its home market — is not a legal name in China. The company may use an English name for commercial purposes — on its website, on its business cards, in its correspondence — but the legal name, the name on the business license, the name on the bank account, the name on the tax registration is the Chinese name.
A foreign brand that’s an English word — “Smith” — must be rendered in Chinese characters for the company name. The Chinese rendering can be a transliteration — Chinese characters that sound like “Smith,” such as “Shǐmìsī” — or a translation — Chinese characters that capture the meaning of the brand, though most brands use transliteration because English brand names typically don’t have a translatable meaning.
The Chinese transliteration is the brand’s Chinese identity. A brand that’s known in English as “Smith” will be known in China by its Chinese transliteration — the Chinese characters that appear in the company name and on the Chinese-language marketing materials. The choice of Chinese characters matters — the characters should sound right, look right, and not carry unintended meanings.
The English name that the company uses for commercial purposes in China doesn’t need to match the Chinese name exactly, but it should be recognizable as the same brand. A company whose English brand is “Smith Precision Machinery” and whose Chinese company name uses the Chinese characters for “Smith” should use “Smith Precision Machinery” as its English commercial name, not a completely different English name.
The Name Reservation Search
Before filing the company registration application, the applicant must search the company name database to confirm that the proposed name is available. The search checks whether an identical name — same administrative region, same trade name, same industry — already exists. A name that’s identical to an existing name is rejected. A name that’s confusingly similar — different administrative region but same trade name and same industry, or same administrative region and similar trade name — may be rejected if the similarity is likely to cause confusion.
The search is the first step in the name reservation process. The applicant submits several name options — three to five — to the AMR’s online registration system. The system checks the first-choice name against the database. If the first-choice name is available, the system reserves it. If the first-choice name is not available, the system checks the second-choice name, and so on.
A foreign brand that’s well-known internationally may find that its Chinese transliteration has been registered by a Chinese company in the same industry. The Chinese company registered the name years ago — before the foreign brand was aware of the China market — and the foreign brand can’t register its own Chinese transliteration as its company name. The foreign brand must choose a different trade name, or negotiate with the Chinese company for the right to use the name, or bring a legal challenge under the trademark law or the Anti-Unfair Competition Law — all of which are time-consuming and uncertain.
The Restricted and Prohibited Words
Certain words are restricted or prohibited in Chinese company names. Words that suggest a connection with the state — “national,” “state,” “China” — are restricted and require special approval. Words that are deceptive — suggesting a business scope that the company doesn’t have, suggesting a size that the company isn’t — are prohibited. Words that are harmful to the public interest — obscene words, discriminatory words, words that advocate violence or illegal activity — are prohibited.
Words that are identical to the name of a well-known brand, a famous trademark, or a state-owned enterprise are prohibited if their use would cause confusion. A foreign company that wants to use a name that’s similar to the Chinese name of a well-known global brand — even if the foreign company is the owner of the global brand — may face objections from the local AMR if the Chinese name has been registered by a different entity in China.
The restricted and prohibited word rules are enforced by the AMR during the name reservation process. A name that contains a restricted word requires the applicant to provide evidence of the approval — a government license, a trademark registration, a consent letter from the entity whose name is similar — and the AMR determines whether the evidence is sufficient.
The Trademark Intersection
The company name and the trademark are separate legal concepts. The company name is the legal identity of the company, registered with the AMR. The trademark is the brand identifier, registered with the China National Intellectual Property Administration. A company can have a company name that’s different from its trademark, and many companies do. The company name identifies the company as a legal entity, and the trademark identifies the company’s products and services.
But the company name and the trademark should be consistent where possible. A company whose products and services are sold under the trademark “Smith” should have a company name that incorporates the Chinese transliteration of “Smith” or a recognizable variant of it. A company whose company name is “Shenzhen Prestige Technology Co., Ltd.” and whose trademark is “Smith” has a name-trademark mismatch that confuses customers — the company name suggests the company is “Prestige,” but the products are “Smith.”
The company name registration doesn’t create trademark rights. A company that registers “Shenzhen Smith Co., Ltd.” as its company name doesn’t automatically have the right to use “Smith” as a trademark in China. The trademark must be registered separately with the CNIPA. And the trademark registration doesn’t automatically give the company the right to use the trademark as its company name — the company name registration is a separate process.
A foreign brand that’s entering China should register its trademark in China before or simultaneously with the company registration. The trademark registration prevents a third party from registering the brand as a trademark in China — which would block the foreign brand from using its own brand in the China market — and it provides a basis for objecting to a third party’s registration of the brand as a company name.
Practical Steps for Foreign Brands
First, determine the Chinese transliteration of the brand before starting the company registration process. The transliteration should be professionally developed — a native Chinese speaker who understands the brand and the market should select the Chinese characters. The transliteration should be checked for unintended meanings — a Chinese character that sounds like the brand but means something negative or ridiculous is worse than no Chinese name at all.
Second, search the trademark register and the company name register for the Chinese transliteration before committing to it. A transliteration that’s already registered as a trademark or a company name in the relevant industry is not available — at least not without a legal challenge — and the foreign brand should know this before it invests in marketing the Chinese name.
Third, register the trademark with the CNIPA as a defensive measure. A trademark registration for the Chinese transliteration — and for the English brand name, and for the logo — prevents a third party from registering the same or a similar mark. The trademark registration should cover the classes of goods and services that the company offers or plans to offer in China.
Fourth, register the company name with the AMR using the Chinese transliteration — or a variant of it if the transliteration is not available — as the trade name. The company name registration completes the legal identity of the WFOE and establishes the company’s right to use the name for business purposes in China.
