Changes in the Dispute Over Business Names and the New Role of the Commercial Registry Board

In recent months, disputes over business names have ceased to be a topic limited to the formal registration of corporate acts and have taken center stage in the legal strategy of companies.

The expanded role of the Commercial Registry Boards—now going beyond their traditional function of merely filing documents to include the analysis of conflicts involving identity, similarity, and misuse of business names—reshapes the balance between administrative efficiency, competition, and legal certainty, while broadening the administrative tools available to repress improper uses.

Traditionally confined to registral technique, the issue has now taken on strategic contours, and the business name has become a central intangible asset, capable of concentrating reputation, credibility, and economic value. Unsurprisingly, conflicts involving business names similar to or coinciding with registered trademarks have become more frequent and potentially more complex under the new regulation.

A business name identifies the individual entrepreneur or business company in the exercise of their activities and produces legal effects from the filing of the Articles of Incorporation with the Commercial Registry Board. As a rule, its protection is territorially limited to the state in which it was registered, with the possibility of extending protection to other states upon specific request by the interested party.

Trademarks, in turn, registered before the INPI, enjoy national protection, but only within their field of activity. This structural distinction has always required balancing the principles of territoriality, seniority, and specialty. What DREI Normative Instruction No. 1/2025 does is shift part of that analysis—previously almost exclusively performed by the Judiciary—into the administrative sphere of the Commercial Registry Boards themselves.

Article 15 of the Normative Instruction is emblematic. It prohibits the registration of business names identical or similar not only to those already on file at the Board itself, as before, but also to those registered with other bodies, such as the INPI—including invented expressions that are uncommon or of well-known public recognition—representing a relevant change from the previous regime.

In addition, the regulation expressly grants Commercial Registry Boards the authority to initiate administrative proceedings, impose registration blocks, and, in more serious cases, cancel business name registrations.

This is because, under Article 21, once an error is identified in the composition of a business name—including due to similarity or identity in violation of the principles of truthfulness and novelty—the Board must initiate an administrative procedure, which may also be triggered at the request of an interested party, with the possibility of blocking the company’s registration.

Even more sensitive is Article 22, which authorizes the Board’s president to cancel a registration when fraud is identified through misuse of a business name with the intent to harm third parties acting in good faith. While necessary to curb opportunistic practices, the measure increases administrative intervention in situations that often involve complex legal analyses and sophisticated competitive disputes.

In this context, the role of the Commercial Registry Board is no longer merely formal and now incorporates substantive assessments related to market confusion, unfair competition, and potential diversion of clientele. The efficiency gains are undeniable, but the risk of legal uncertainty also becomes apparent.

Furthermore, one of the most pragmatic aspects of the new regulation is its emphasis on prevention. Article 20, §3 of the Normative Instruction allows business owners, even without opening branches, to request the extension of business name protection to other states. This tool remains underutilized but is highly relevant in an increasingly national and digital market, where business activity easily crosses state borders.

Adopting this strategy significantly reduces the risk of opportunistic registrations in other jurisdictions and strengthens the legal position of the business name holder in potential future disputes.

DREI Normative Instruction No. 1/2025 signals a paradigm shift in the protection of business names in Brazil. By increasing administrative oversight and enabling dialogue with registrations from other bodies, the rule seeks to address a more dynamic and integrated economic reality.

The challenge now lies in balancing administrative efficiency with legal certainty. For entrepreneurs and attorneys, the message is clear: the business name is no longer a mere formal detail in the Articles of Incorporation—it has become central to corporate legal strategy and competitive positioning. Protecting, monitoring, and defending it has become essential.