Certificate & Notice of Assumed (Fictitious) Business Name

(Indiana – [COUNTY] County)

[// GUIDANCE: This template is designed for use by Indiana practitioners when preparing a combined “Certificate of Assumed Business Name” (a/k/a “DBA filing”) and an optional public “Notice of Assumed Business Name” for newspaper publication when required or desired. Indiana does not mandate statewide publication; however, certain counties or contractual counterparties may request it. Delete or modify inapplicable provisions to fit the factual setting.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Title.
Certificate & Notice of Assumed Business Name (the “Notice”).

1.2 Parties.
a. Registrant: [LEGAL NAME OF REGISTRANT], a [choose one: Indiana ___ Corporation | Indiana Limited Liability Company | Limited Partnership | Sole Proprietorship | General Partnership | Foreign (Non-Indiana) ___ Entity] (the “Registrant”).
b. Filing Authority: The [COUNTY] County Recorder (the “Recorder”).

1.3 Recitals.
A. Registrant intends to transact business in the State of Indiana under the assumed business name set forth herein.
B. Indiana law requires that a person or entity conducting business under an assumed name file a certificate in the county of principal business and, for most entities, with the Indiana Secretary of State.
C. Registrant submits this Notice to (i) comply with applicable filing requirements, (ii) place third parties on constructive notice of the assumed name, and (iii) optionally satisfy any publication requirement imposed by contract or local practice.

1.4 Effective Date.
This Notice shall become effective on the date accepted for record by the Recorder (the “Effective Date”).

1.5 Governing Law & Jurisdiction.
This Notice is governed by the laws of the State of Indiana. Any dispute arising hereunder shall be filed in the courts of [COUNTY] County, Indiana.

2. DEFINITIONS

For purposes of this Notice, the following terms shall have the meanings set forth below. Capitalized terms not defined in this Section have the meaning assigned elsewhere in the Notice.

“Assumed Business Name” means the fictitious, trade, or “doing business as” name identified in Section 3.1.

“County Recorder” or “Recorder” means the elected or appointed official in [COUNTY] County, Indiana, charged with recording documents.

“Publication” means the process of publishing a summary of this Notice in a newspaper of general circulation in the county where the business is conducted.

“Renewal Period” means each successive five-year anniversary of the Effective Date OR such other interval as may be imposed by subsequent statutory amendment. [// GUIDANCE: Indiana currently does not impose automatic expiration; many practitioners calendar a 5-year review to confirm continued accuracy.]

3. OPERATIVE PROVISIONS

3.1 Assumed Business Name.
Registrant hereby adopts and will conduct business under the following assumed name: [ASSUMED BUSINESS NAME].

3.2 Principal Business Address.
Registrant’s principal place of business in [COUNTY] County, Indiana is:
[STREET ADDRESS], [CITY], Indiana [ZIP].

3.3 Filing Requirements.
a. County Filing. Registrant shall file this Notice with the Recorder pursuant to applicable Indiana law.
b. Secretary of State Filing. If Registrant is an entity required to register with the Indiana Secretary of State, Registrant shall also file a Certificate of Assumed Business Name with that office.

3.4 Publication Requirements.
a. Newspaper Publication. Within thirty (30) days after the Effective Date, Registrant shall cause a summary of this Notice, substantially in the form attached hereto as Exhibit A, to be published once in a newspaper of general circulation in [COUNTY] County, Indiana.
b. Proof of Publication. Registrant shall obtain the publisher’s affidavit of publication and retain the original as part of Registrant’s permanent records.

3.5 Renewal & Amendment.
a. Periodic Review. Registrant shall review this Notice not later than each Renewal Period to ensure all information remains accurate.
b. Amendment. Registrant shall promptly file an amendment if (i) the Assumed Business Name is changed, (ii) Registrant’s legal name changes, (iii) the principal business address changes, or (iv) any other information herein becomes inaccurate.
c. Voluntary Cancellation. Registrant may cancel this Notice at any time by filing a Statement of Dissolution or Cancellation with the Recorder.

4. REPRESENTATIONS & WARRANTIES

4.1 Authority. Registrant represents that it has full power and authority to adopt and use the Assumed Business Name.

4.2 Non-Infringement. Registrant represents that, to Registrant’s actual knowledge, use of the Assumed Business Name does not infringe the intellectual property rights of any third party.

4.3 Accuracy. Registrant warrants that all information contained in this Notice is true, correct, and complete as of the Execution Date.

4.4 Survival. The representations and warranties in this Section survive filing and remain in effect for so long as the Assumed Business Name is in use.

5. COVENANTS & RESTRICTIONS

5.1 Compliance. Registrant shall (i) maintain good standing in every jurisdiction where it conducts business, and (ii) comply with all applicable laws relating to the use of the Assumed Business Name.

5.2 Notice of Change. Registrant covenants to provide written notice to the Recorder within thirty (30) days of any change in the information contained herein.

6. DEFAULT & REMEDIES

6.1 Events of Default. Each of the following constitutes an “Event of Default”:
a. Any representation or warranty in Section 4 is materially false when made or becomes materially false thereafter;
b. Registrant’s failure to publish (where publication is contractually required) within the time prescribed in Section 3.4; or
c. Registrant’s failure to file an amendment or renewal as required in Section 3.5.

6.2 Cure Period. Registrant shall have fifteen (15) days after written notice from any interested party to cure an Event of Default, failing which the interested party may pursue remedies available at law or equity.

6.3 Remedies. Following an uncured Event of Default, an interested party may (i) seek injunctive relief to prevent further use of the Assumed Business Name, (ii) recover damages proximately caused by the default, and (iii) recover reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

[// GUIDANCE: The Request specifies “Indemnification: not_applicable” and “Liability Caps: not_applicable.” Accordingly, this Section is intentionally limited.]

7.1 Disclaimer of Liability. Recording of this Notice does not create personal liability on the part of the Recorder or any governmental office.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Notice is governed by the laws of the State of Indiana, without regard to conflict-of-laws principles.

8.2 Forum Selection. Any civil action arising out of or relating to this Notice shall be brought exclusively in the [COUNTY] Circuit or Superior Court.

8.3 Arbitration. Not applicable.

8.4 Jury Waiver. Not applicable.

9. GENERAL PROVISIONS

9.1 Amendments. No amendment to this Notice is effective unless filed in writing with the Recorder.

9.2 Assignment. Registrant may not assign rights under this Notice except in connection with a duly filed amendment reflecting the assignee’s succession to the business.

9.3 Severability. If any provision of this Notice is held invalid, the remaining provisions remain enforceable to the fullest extent permitted by law.

9.4 Entire Notice. This document constitutes the entire notice concerning the Assumed Business Name and supersedes all prior filings relating thereto.

9.5 Electronic Signatures. The Recorder is authorized to accept electronic signatures if permitted by Indiana law and county policy.

10. EXECUTION BLOCK

Executed as of the ___ day of _, 20 (“Execution Date”).

[Notary Acknowledgment – if required by county]
State of Indiana )
County of [COUNTY] ) ss:

On this ___ day of _, 20, before me, the undersigned Notary Public, personally appeared _________, who acknowledged the execution of the foregoing Notice for and on behalf of the Registrant.

Notary Public
My commission expires: _____

EXHIBIT A

Form of Newspaper Publication Notice

NOTICE OF ASSUMED BUSINESS NAME
Notice is hereby given that [LEGAL NAME OF REGISTRANT], whose principal place of business is located at [ADDRESS], is conducting business in [COUNTY] County, Indiana, under the name “[ASSUMED BUSINESS NAME].” [LEGAL NAME OF REGISTRANT] has filed (or will file) a Certificate of Assumed Business Name with the [COUNTY] County Recorder on [FILING DATE].

Dated: _, 20
[LEGAL NAME OF REGISTRANT]

[// GUIDANCE TO PRACTITIONER:
1. Verify county-specific filing forms and fees.
2. Confirm whether Secretary of State filing is additionally required.
3. Confirm whether local rules require newspaper publication.
4. Calendar a periodic review date even though Indiana law currently lacks an automatic expiration.]