CERTIFICATE & PUBLIC NOTICE OF FICTITIOUS BUSINESS NAME

(Delaware – 6 Del. C. § 3101 et seq.)

[// GUIDANCE: This template satisfies Delaware’s Trade, Business & Fictitious Name (“FBN”) statute. Confirm county-level procedures with the Prothonotary (New Castle, Kent, or Sussex) before filing. Publication is not statutorily mandated in Delaware, but many practitioners publish to create an extra layer of notice and to satisfy lender or contractual requirements. Delete Section III.C if publication is unnecessary.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
   A. Adoption of Fictitious Name
   B. Registration & Renewal Obligations
   C. Publication Requirements (Optional/As Required)
IV. Representations & Warranties
V. Covenants & Undertakings
VI. Default & Remedies
VII. Miscellaneous
VIII. Execution Block

I. DOCUMENT HEADER

1. Title: Certificate & Public Notice of Fictitious Business Name
2. Parties:
   a. Owner: [LEGAL NAME OF OWNER/ENTITY] (“Owner”)
   b. Fictitious Business Name: [FICTITIOUS NAME / “DBA”] (“FBN”)
3. Effective Date: [EFFECTIVE DATE]
4. Governing Law: State of Delaware
5. Filing Authority: Prothonotary of [COUNTY] County, Delaware

II. DEFINITIONS

For purposes of this Certificate & Notice, the following terms have the meanings set forth below:

“County of Registration” – the Delaware county in which the principal place of business is located and with whose Prothonotary the FBN Certificate is filed.

“FBN Certificate” – the certificate required under 6 Del. C. § 3101 et seq. identifying the Owner and the FBN.

“Owner” – each individual or entity conducting business under the FBN, including any successors by merger, conversion, or assignment.

“Renewal Deadline” – the date five (5) years from the Effective Date, or such other period as Delaware law may require at the time of renewal.
[// GUIDANCE: Confirm the renewal interval with current statutory text before calendar-tickling.]

“Publication Period” – the span of [#] consecutive weeks during which notice of the FBN is published in a newspaper of general circulation within the County of Registration, if publication is undertaken.

III. OPERATIVE PROVISIONS

A. Adoption of Fictitious Name
1. The Owner hereby adopts and will conduct business in Delaware under the FBN.
2. The principal business address is [FULL STREET ADDRESS, CITY, STATE, ZIP].
3. Nature of business: [BRIEF DESCRIPTION].

B. Registration & Renewal Obligations
1. Initial Filing. On or before the Effective Date, the Owner shall file the FBN Certificate with the Prothonotary of the County of Registration and pay all required fees.
2. Renewals. The Owner shall renew the FBN Certificate on or before each Renewal Deadline and file any interim amendments reflecting a change of ownership, address, or business purpose.
3. Recordkeeping. Proof of filing and any renewals shall be maintained at the principal business address for no less than six (6) years and made available upon lawful request.

C. Publication Requirements (Optional / As Contractually Required)
1. Publication. The Owner shall cause this Notice to be published one (1) time per week for [#] consecutive weeks beginning [PUBLICATION START DATE] in [NEWSPAPER NAME], a newspaper of general circulation in [COUNTY] County, Delaware.
2. Proof of Publication. Following completion of the Publication Period, the Owner shall obtain an Affidavit of Publication and retain it with the records referenced in Section III.B.3.
3. Contractual Compliance. If publication is undertaken solely to satisfy a contractual obligation (e.g., lender covenant), the Owner shall provide counterparties with proof of publication within [NUMBER] business days after receipt.

IV. REPRESENTATIONS & WARRANTIES

1. Authority. The Owner possesses full power and authority to adopt and use the FBN.
2. Non-Contravention. The FBN does not infringe, dilute, or otherwise violate any trademark, trade name, or similar proprietary right of any third party to the Owner’s knowledge after reasonable inquiry.
3. Accuracy. All information contained in the FBN Certificate and in this Notice is true, correct, and complete as of the Effective Date.

[Survival. The representations and warranties in this Section survive for so long as the FBN remains in use.]

V. COVENANTS & UNDERTAKINGS

1. Continuous Compliance. The Owner shall (a) keep the FBN Certificate current, (b) update the Prothonotary within thirty (30) days of any change in information, and (c) cease using the FBN immediately upon voluntary abandonment or statutory cancellation.
2. Trademark Matters. The Owner will promptly address any third-party claims of infringement relating to the FBN.
3. Notice of Changes. Written notice of any change to the information set forth herein shall be published or filed, as applicable, within [NUMBER] days of such change.

VI. DEFAULT & REMEDIES

1. Events of Default. The following constitute defaults:
   a. Failure to file or renew the FBN Certificate by the applicable deadline;
   b. Material misrepresentation in the FBN Certificate or this Notice;
   c. Failure to comply with an injunction or cease-and-desist order concerning the FBN.

2. Remedies. Upon default, the Owner may be subject to:
   a. Administrative penalties and fines prescribed by Delaware law;
   b. Civil liability to aggrieved third parties for infringement or unfair competition;
   c. Cancellation of the FBN by the Prothonotary or a court of competent jurisdiction.

[// GUIDANCE: Delaware imposes fines for non-compliance; verify current amounts before advising clients.]

VII. MISCELLANEOUS

1. Governing Law. This Notice and any dispute arising hereunder are governed by the laws of the State of Delaware without regard to conflict-of-laws principles.
2. Forum Selection. Any judicial proceeding relating to the FBN shall be brought in the state courts of Delaware sitting in the County of Registration, unless Delaware law designates exclusive jurisdiction elsewhere.
3. Amendments. This Notice may be amended only by written instrument executed by the Owner and, if applicable, republished or re-filed in accordance with Section III.
4. Severability. If any provision herein is held invalid, the remaining provisions shall remain in full force and effect.
5. Entire Notice. This document, together with the filed FBN Certificate and any publication affidavit, constitutes the entire public notice respecting the FBN.

VIII. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned executes this Certificate & Public Notice of Fictitious Business Name as of the Effective Date first written above.

[INDIVIDUAL OWNER SIGNATURE BLOCK]

Signature
[PRINTED NAME], Owner

—or—

[ENTITY OWNER SIGNATURE BLOCK]

[NAME OF ENTITY]
By: ______
Name: _____
Title: ________

[Corporate Seal, if applicable]

[// GUIDANCE: Notarization is not required by 6 Del. C. § 3101 et seq., but some counties accept notarized certificates. Add acknowledgement block if local practice warrants.]

END OF DOCUMENT