NAME/DBA FICTITIOUS BUSINESS NAME NOTICE
(State of Maryland)
[// GUIDANCE: This template is designed for use by Maryland attorneys and their business-entity clients when registering and publicizing a “doing-business-as” (“DBA”) or trade name with the Maryland State Department of Assessments and Taxation (“SDAT”). All bracketed items must be customized before use.]
TABLE OF CONTENTS
I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Dispute Resolution
VIII. General Provisions
IX. Execution Block
X. Exhibit A – Short-Form Publication Notice
I. DOCUMENT HEADER
NOTICE OF INTENT TO CONDUCT BUSINESS UNDER A FICTITIOUS BUSINESS NAME
Effective Date: [EFFECTIVE DATE]
This Notice (the “Notice”) is made by [LEGAL NAME OF REGISTRANT], a [ENTITY TYPE (e.g., Maryland limited liability company)] with a principal place of business at [FULL BUSINESS ADDRESS] (the “Registrant”).
Recitals
A. The Registrant intends to transact business in Maryland under the fictitious business name “[FICTITIOUS BUSINESS NAME]” (the “Trade Name”).
B. Maryland law requires registration of the Trade Name with SDAT and renewal every five (5) years.
C. Certain Maryland jurisdictions and private counterparties may require or request public notice of the intended use of a Trade Name.
II. DEFINITIONS
The following capitalized terms have the meanings set forth below. Other capitalized terms are defined contextually.
“DBA” or “Trade Name” – The fictitious business name “[FICTITIOUS BUSINESS NAME]” to be used by the Registrant in Maryland.
“Effective Date” – The date stated on page 1 of this Notice.
“Registrant” – [LEGAL NAME OF REGISTRANT], together with its successors and permitted assigns.
“SDAT” – The Maryland State Department of Assessments and Taxation or any successor agency carrying out its trade-name registration functions.
III. OPERATIVE PROVISIONS
-
Trade Name Information
1.1 Proposed Trade Name: [FICTITIOUS BUSINESS NAME]
1.2 Nature of Business Conducted: [BRIEF DESCRIPTION]
1.3 Principal Place of Business in Maryland: [ADDRESS]
1.4 Mailing Address (if different): [ADDRESS] -
Registration Undertaking
2.1 The Registrant shall file a Trade Name application with SDAT within [NUMBER] days after the Effective Date.
2.2 The Registrant shall renew the Trade Name registration with SDAT not later than the last day of the month in which the fifth (5th) anniversary of the initial registration falls, and every five (5) years thereafter, or as otherwise required by Maryland law. -
Publication Undertaking
3.1 Unless exempt under Maryland law or local practice, the Registrant shall publish the Short-Form Publication Notice attached hereto as Exhibit A once a week for two (2) successive weeks in a newspaper of general circulation in the Maryland county where the principal place of business is located.
3.2 The Registrant shall retain the publisher’s affidavit of publication (“Proof of Publication”) for no fewer than six (6) years. -
Record Retention
4.1 The Registrant shall maintain a complete copy of (a) the SDAT-stamped Trade Name application, (b) all acceptances or rejections issued by SDAT, and (c) the Proof of Publication (collectively, the “Trade Name File”).
4.2 The Trade Name File shall be available for inspection by SDAT, taxing authorities, or a court of competent jurisdiction upon reasonable request.
IV. REPRESENTATIONS & WARRANTIES
4.1 Authority. The Registrant has full power and authority to adopt and use the Trade Name.
4.2 Name Availability. The Registrant has conducted a reasonable search of SDAT records and is unaware of any conflicting trade or service marks or trade names registered in Maryland.
4.3 Legal Compliance. The Trade Name will not be used for any unlawful purpose or in a manner that infringes upon the rights of third parties.
4.4 Accuracy. All information provided in this Notice and in the SDAT application is true, correct, and complete in all material respects.
[// GUIDANCE: If you discover a potentially conflicting name, consider obtaining a consent agreement, conducting a more extensive trademark search, or selecting a different Trade Name.]
V. COVENANTS & RESTRICTIONS
5.1 Continuous Compliance. The Registrant shall at all times comply with Maryland’s trade-name statutes, regulations, and any applicable local ordinances.
5.2 Change of Information. Within thirty (30) days after any material change in the information provided herein (including changes to entity status, ownership, or principal address), the Registrant shall file an amended Trade Name registration with SDAT.
5.3 Cessation of Use. If the Registrant ceases use of the Trade Name in Maryland, the Registrant shall (a) file a cancellation of the Trade Name with SDAT and (b) discontinue all public use of the Trade Name.
VI. DEFAULT & REMEDIES
6.1 Events of Default.
(a) Failure to file the initial Trade Name registration within the stated deadline;
(b) Failure to renew the Trade Name registration by the applicable deadline;
(c) Failure to publish the Short-Form Publication Notice when required; or
(d) Material misrepresentation in any filing or publication.
6.2 Legal Consequences. Upon an Event of Default:
(a) The Registrant may be precluded from maintaining an action in Maryland courts arising out of contracts executed under the unregistered Trade Name;
(b) SDAT may refuse to accept future filings until compliance is achieved; and
(c) Civil penalties and fines may be imposed under applicable Maryland law.
6.3 Cure. The Registrant may cure any Event of Default by (i) submitting missing or corrected filings to SDAT, (ii) paying all applicable late fees or penalties, and (iii) providing written evidence of cure to any requesting party within thirty (30) days after notice of default.
VII. DISPUTE RESOLUTION
7.1 Governing Law. This Notice and any dispute concerning the subject matter hereof shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to conflict-of-law principles.
7.2 Forum Selection. Any legal proceeding arising out of or relating to this Notice shall be brought exclusively in the Circuit Court for the Maryland county in which the Registrant maintains its principal place of business, and the Registrant hereby submits to the personal jurisdiction of such court.
[// GUIDANCE: Maryland does not mandate arbitration or jury-trial waivers in connection with trade-name filings; include additional provisions only if your client desires them.]
VIII. GENERAL PROVISIONS
8.1 Amendments and Waivers. No amendment or waiver of any provision of this Notice shall be effective unless set forth in a written instrument executed by the Registrant.
8.2 Assignment. The rights and obligations arising under this Notice are personal to the Registrant and may not be assigned or delegated without prior written consent of all interested parties, except in connection with a merger, consolidation, or sale of substantially all of the Registrant’s assets.
8.3 Severability. If any provision of this Notice is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.4 Entire Agreement. This Notice constitutes the entire statement of the Registrant regarding the matters set forth herein and supersedes all prior or contemporaneous oral or written statements with respect thereto.
8.5 Electronic Signatures. Electronic signatures and notarizations, if compliant with Maryland’s Uniform Electronic Transactions Act, shall be deemed original signatures for all purposes.
IX. EXECUTION BLOCK
IN WITNESS WHEREOF, the Registrant has executed this Notice as of the Effective Date.
[LEGAL NAME OF REGISTRANT]
By: ______
Name: [NAME OF AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: _____
NOTARY ACKNOWLEDGMENT
State of ___ )
County of ___ )
On this _ day of ___, 20___, before me, the undersigned Notary Public, personally appeared [NAME OF AUTHORIZED SIGNATORY], who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the same for the purposes therein contained.
Notary Public
My Commission Expires: _______
[// GUIDANCE: Maryland does not require notarization for the SDAT Trade Name application itself, but notarizing this Notice provides additional evidentiary value and satisfies certain county-level publication requirements.]
X. EXHIBIT A – SHORT-FORM PUBLICATION NOTICE
NOTICE IS HEREBY GIVEN that [LEGAL NAME OF REGISTRANT], a [ENTITY TYPE], intends to conduct business in the State of Maryland under the trade name “[FICTITIOUS BUSINESS NAME]”. The principal place of business is located at [ADDRESS].
This notice is published pursuant to Maryland law concerning the registration of fictitious business names.
Dated: [DATE]
[LEGAL NAME OF REGISTRANT]
[// GUIDANCE: Provide this Exhibit to the newspaper selected for publication. Request an “Affidavit of Publication” upon completion and file the affidavit in the Trade Name File.]
END OF DOCUMENT