MASSACHUSETTS FICTITIOUS BUSINESS NAME (“DBA”)

CERTIFICATE & PUBLICATION NOTICE

(Prepared for compliance with Mass. Gen. Laws ch. 110, § 5)

[// GUIDANCE: This template combines the mandatory “Business Certificate” that must be filed with the clerk of each city or town in which the business is conducted and the optional/newspaper notice language some Massachusetts municipalities still request. Delete any portions not required in your locality.]

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 Document Title:
 Massachusetts Fictitious Business Name Certificate and Notice (“Certificate”).

1.2 Parties:
 (a) Registrant(s): [REGISTRANT LEGAL NAME(S)] with principal residence/business address at [ADDRESS].
 (b) Municipal Clerk: Office of the City/Town Clerk of [MUNICIPALITY], Commonwealth of Massachusetts.

1.3 Effective Date: [DATE OF EXECUTION] (“Effective Date”).

1.4 Governing Law & Jurisdiction: Commonwealth of Massachusetts; enforcement venue exclusively in the state courts sitting in [COUNTY] (“Designated Forum”).

1.5 Recitals:
 A. Registrant intends to conduct business under a name other than its true legal name, triggering the filing requirements of Mass. Gen. Laws ch. 110, § 5.
 B. Registrant wishes to evidence compliance through this Certificate and, where applicable, by causing publication of the Notice contained herein.
 C. Clerk is authorized to accept and index Business Certificates and to issue certified copies upon request.

2. DEFINITIONS

For purposes of this Certificate, capitalized terms have the meanings set forth below:

“Business Certificate” means the fully-executed instrument filed with the Clerk pursuant to Mass. Gen. Laws ch. 110, § 5.

“Certificate Term” means the four-year period beginning on the Filing Date and ending on the Renewal Deadline, as defined herein.

“DBA Name” means “[FICTITIOUS BUSINESS NAME]”.

“Filing Date” means the date the Clerk stamps the Business Certificate “Filed”.

“Registrant” means each individual or entity identified in Section 1.2(a).

“Renewal Deadline” means the date that is four (4) years after the Filing Date.

3. OPERATIVE PROVISIONS

3.1 Mandatory Filing.
 (a) Registrant shall file this Certificate with the Clerk prior to, or within four (4) days after, commencing business under the DBA Name.
 (b) Registrant shall ensure the Certificate is complete, accurate, and accompanied by the statutory filing fee set by the municipality.

3.2 Required Contents. The Certificate shall state:
 (i) The DBA Name;
 (ii) The true and complete legal name of each Registrant;
 (iii) The residential address of each Registrant (or principal office address if a legal entity);
 (iv) The nature of the business (brief description);
 (v) The principal place of business in Massachusetts; and
 (vi) The Effective Date.

3.3 Publication (Optional / Local Requirement).
 If local ordinance or lender requirements mandate publication, Registrant shall:
 (a) Cause the Notice in Appendix A to be published in [NEWSPAPER NAME], a newspaper of general circulation in [COUNTY], once per week for [CONSECUTIVE WEEKS] consecutive weeks commencing no later than thirty (30) days after the Filing Date; and
 (b) Retain proof-of-publication affidavits for at least six (6) years.

3.4 Renewal and Amendment.
 (a) Registrant must file a Renewal Certificate on or before the Renewal Deadline to maintain validity.
 (b) Any material change (including a change in Registrant’s address, ownership, or discontinuance of business) must be reported to the Clerk within thirty (30) days on the municipality’s amendment form.

3.5 Certificate Display. Where a physical business location exists, Registrant shall conspicuously post a copy of the stamped Certificate at that location.

4. REPRESENTATIONS & WARRANTIES

4.1 Accuracy. Registrant represents and warrants that all information in this Certificate is true, correct, and complete as of the Effective Date and will remain so until amended in accordance with Section 3.4.

4.2 Authority. Each individual signing below (a) has reached the age of majority, (b) possesses full legal capacity, and (c) if signing on behalf of an entity, has been duly authorized to bind that entity.

4.3 Compliance. Registrant is not currently barred from conducting business in Massachusetts and has satisfied all prerequisite licensing or registration obligations applicable to its industry.

4.4 Survival. The representations and warranties in this Section 4 survive the Certificate Term and any renewal thereof.

5. COVENANTS & RESTRICTIONS

5.1 Continued Compliance. Registrant covenants to comply with Mass. Gen. Laws ch. 110, § 5 and any successor statute, together with all local ordinances governing business certificates, trade names, or signage.

5.2 Notice of Changes. Registrant shall provide written notice to the Clerk—and, if applicable, publish supplementary notice—within thirty (30) days after any discontinuance, winding-up, or material change described in Section 3.4(b).

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute a default:
 (a) Failure to file the Certificate or a required renewal;
 (b) Knowingly providing materially false information; or
 (c) Failure to comply with publication obligations where mandated.

6.2 Statutory Penalties. Pursuant to Mass. Gen. Laws ch. 110, § 5, a violator may be subject to a fine of up to three hundred dollars ($300), imprisonment for not more than three (3) months, or both.

6.3 Administrative Remedies. The Clerk may refuse to certify copies, note the default on public records, and refer the matter to local enforcement authorities.

6.4 Cure Period. Upon written notice from the Clerk, Registrant shall have ten (10) business days to cure any non-compliance before penalties are sought, unless a shorter period is mandated by law.

7. RISK ALLOCATION

7.1 Indemnification. [NOT APPLICABLE – see metadata. Delete or modify only if you desire voluntary indemnity.]

7.2 Limitation of Liability. [NOT APPLICABLE – see metadata.]

7.3 Insurance. [RESERVED.]

7.4 Force Majeure. Because the filing obligation is statutory, no force-majeure defense applies to non-filing; however, inability to publish due to newspaper cessation will extend the publication deadline until a suitable substitute newspaper resumes operations.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Certificate is governed by the laws of the Commonwealth of Massachusetts without regard to conflict-of-laws rules.

8.2 Forum Selection. Any dispute arising under or relating to this Certificate shall be heard exclusively in the state courts of the Commonwealth sitting in [COUNTY], to which the parties irrevocably submit.

8.3 Arbitration / Jury Waiver / Injunctive Relief. [NOT APPLICABLE – see metadata.]

9. GENERAL PROVISIONS

9.1 Amendment and Waiver. No amendment to this Certificate is effective unless (a) set forth in a writing signed by all Registrants, and (b) filed with the Clerk; no waiver is effective unless in writing and signed by the waiving party.

9.2 Assignment. The obligations of Registrant may not be assigned or delegated except upon full compliance with Section 3.4(b).

9.3 Successors and Assigns. This Certificate binds and inures to the benefit of the Registrant’s heirs, executors, administrators, successors, and permitted assigns.

9.4 Severability. If any provision of this Certificate is held unenforceable, the remainder shall remain in full force to the extent permitted by law, and the unenforceable provision shall be reformed to implement the parties’ intent within statutory limits.

9.5 Entire Agreement. This Certificate constitutes the entire agreement among the parties concerning the subject matter hereof and supersedes all prior oral or written statements.

9.6 Counterparts & Electronic Signatures. This Certificate may be executed in multiple counterparts, each deemed an original, and signatures delivered electronically (including via PDF or secure e-signature platform) are binding.

10. EXECUTION BLOCK

[// GUIDANCE: The Clerk’s office may require notarization; verify local rules.]

IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the Effective Date.

NOTARY PUBLIC (if required)
Commonwealth of Massachusetts
County of __
Subscribed and sworn before me on _, 20____.

Notary Public
My Commission Expires: ____

CLERK’S CERTIFICATION (completed by Clerk)
Certificate accepted and filed on _, 20_.

[CLERK NAME], City/Town Clerk
Municipality of ____, Massachusetts

APPENDIX A – FORM OF PUBLIC NOTICE

[// GUIDANCE: Use only if your municipality or lender requires newspaper publication.]

NOTICE IS HEREBY GIVEN, pursuant to Mass. Gen. Laws ch. 110, § 5, that [REGISTRANT LEGAL NAME(S)] of [ADDRESS(ES)] are conducting business in the Commonwealth of Massachusetts under the name “[DBA NAME]” at [BUSINESS ADDRESS].

The Business Certificate relating thereto was filed with the [CITY/TOWN] Clerk of [MUNICIPALITY] on [FILING DATE] and will expire on [RENEWAL DEADLINE] unless renewed prior thereto.

[REGISTRANT SIGNATURE]
[DATE]

[// GUIDANCE: Always confirm with the specific city or town clerk for (1) exact municipal form, (2) filing fee, (3) notarization requirements, and (4) whether publication is required. Some municipalities reject bespoke certificates and insist on their own one-page form.]