Hi, I am attorney Marie-Chris Matan-Lasco. This is my virtual classroom.

Welcome to my YouTube
channel. In this channel, I shall aim to simplify the law. I will discuss concepts and principles of law in
under 10 minutes. Hello again, everyone. Welcome to our virtual classroom. So for this video, I want us
to talk about corporate names. How do we create a corporate name? What rules must we remember when
we choose a name for our corporation? So, let's begin. Our guide to choosing a name for our corporation
is Section 17 of your corporation code. Your Section 17 has actually been revised or amended. This was
supposedly section 18 of the old corporation code and now it's section 17 and it has actually it has been
restated. The principle behind section 18 before and section 17 now are more or less the same but let's
look into section 17. Let's read the first paragraph of Section 17 of the revised Corporation Code. It says,
No corporate name shall be allowed by the Commission if it is not distinguishable from that already
reserved or registered for the use of another corporation, or if such name is protected by law, or when its
use is contrary to existing law, rules, and regulations. So what does that tell you? It tells you that when
you choose a name, you must be sure that it is distinguishable from any other corporation who has already
used that name or has reserved that name. Remember that the corporate name identifies the corporation. It
gives it its identity. In the same manner that your name identifies you. The corporate name, therefore, is
what will be used by the corporation when they transact business. That is also the name that they can sue
and be sued. The corporate name, therefore, is one of the corporation's attributes. It is essential to its
existence. It is essential to the identity of the corporation. That is the reason why the first paragraph of
Section 17 requires that when you make a name, that it is distinguishable from other corporations. Your
corporate name must set you apart from other corporations so that you can be easily identified. If in the
articles of incorporation, you will put there a name that is similar or confusingly similar with another
corporation's existing name, then the Securities and Exchange Commission can actually ask you to
change your corporate name. Let me give you a simple example. So you have McDonald's. If for example
you will make a corporation and you name it still McDonald's but you change the spelling to
MACDONALD's. You cannot now say that yours is distinguishable because of the spelling because then
it might lead other people to believe that your corporation is the same as that of the original McDonald's.
So your guide in making a corporate name therefore therefore is you have to make sure that it is
distinguishable from other corporations names. Now there is one case that I'd like to share to you on the
use of corporate names. It is the case of Philips Export versus Standard Philips Corporation. So in this
case you now have here Standard Philips Corporation who tried to use the word Philips and included it in
its corporate name. That's why they call themselves Standard Philips Corporation. Now, your Philips
Export, among other sister companies of Philips Export, Philips Electrical Lamps Inc. and you also have
the Phillips Industrial Development Inc. So these three corporations, Phillips Export, Phillips Industrial
Development Inc. and Phillips Electrical Lamps Inc. are now asking the court to stop Standard Phillips
Corporation from using the term Phillips in the corporate name. The argument of Philips Export and the
two other sister companies, they are now saying that the use of standard Philips Corporation, of the term
Philips, would mislead the public into believing that Standard Philips Corporation is part of their
business, considering that that they have similar business types, or they're engaged in the same line of
business. On the other hand, Standard Phillips Corporation is now saying that the corporate name is not
confusingly similar with that of Phillips Export or Phillips Industrial Development Inc. or Philips
Electrical Lamps Inc. It argues that the name Standard Philips Corporation, while it is using the term
Philips, it argues that there are two other words that are not the same as that of the complainants, that it is
using the words standard and corporation. And according to them, that identifies their corporation and that
it does not, and that it is not confusingly similar with that of the complainants. Now, Philips Export, your
Philips Industrial Development, and Philips Electrical Labs in counter argued. They're saying now that it
was very clear that the respondent Standard Phillips Corporation was trying to ride on the popularity of
Phillips and riding on the goodwill that Phillips, the name Phillips has acquired after several years. What
did the Supreme Court said that Standard Philips Corporation should stop using the term Philips. That the
term Philips, in fact, has already been trademarked by those three petitioners. Philips Export, Philips
Development Industrial Inc. and your Philips Electrical Lamps Inc. And that they have the exclusive right
to use it. Now, what does that tell us there? We go back to the rule that when you designate a corporate
name for your corporation, you must make sure that it is distinguishable, that it is not confusingly similar
with that of another corporation. This is to protect the right of those corporations already using it, and at
the same time it will protect the public so that they will not be misled as to whose corporation this is. Is
this corporation the same as that of another corporation with respect to the name or the trademark of the
corporation. The test is whether the similarity between the corporate name that you have chosen
corporation, another corporation's existing name would lead another person to believe that you are one
and the same. Differently stated, the test is whether the similarity will mislead a person who is using
ordinary care and determination into believing that your corporation is the same as that of another
corporation or at least related with or has connections with that other corporation. Now let's look into the
next paragraph of section 17. It says, a name is not distinguishable even if it contains one or more of the
following. A. The word corporation, company, limited, limited liability, or an abbreviation of one such
word. And punctuations, articles, conjunctions, contractions, prepositions, abbreviations, different tenses,
spacing, or number of the same word or phrase. In fact, very important that you recall the earlier case that
I have discussed. There may have been two more different words in the subsequent corporation, the
Standard Phillips Corporation, but still the Supreme Court said it is not distinguishable. three petitioner's
products. It could still mislead the public into believing that they may be one and the same, that they have
the same products that they are selling. So it's very important that you take very careful consideration in
designating a name for your that it should not be misleading the public, that you must be identified as a
corporation that is not the same as that of any other corporation who may have the same business as you
do.