CERTIFICATE & NOTICE OF ASSUMED NAME

(Fictitious Business Name – State of Michigan)

[// GUIDANCE: This template is designed for use in Michigan when a sole proprietorship, partnership, corporation, LLC, or other business entity seeks to register and publicly notice an “assumed name” (a/k/a “DBA” or “fictitious business name”). It is drafted to satisfy the filing and (optional) publication requirements of Michigan law and to facilitate renewal tracking. Practitioners should tailor county-specific nuances—especially any local publication mandates—before use.]

I. DOCUMENT HEADER

1.1 Effective Date: [MM/DD/YYYY]
1.2 Jurisdiction: State of Michigan; County of [COUNTY]
1.3 Registrant(s): [LEGAL NAME OF BUSINESS ENTITY OR INDIVIDUAL OWNER]
1.4 Assumed Name: [DESIRED DBA / FICTITIOUS BUSINESS NAME]
1.5 Principal Place of Business: [STREET ADDRESS, CITY, STATE, ZIP]

Recitals

A. Registrant desires to transact business in the State of Michigan under the Assumed Name identified above.
B. Pursuant to Mich. Comp. Laws Ann. § 450.1217 (corporations/LLCs) and Mich. Comp. Laws Ann. §§ 445.1–445.13 (sole proprietorships & partnerships), a certificate of assumed name must be filed with the appropriate filing office and, where applicable, notice of such filing must be published.
C. Registrant therefore executes this Certificate & Notice to comply with applicable statutory requirements and to place all persons on notice of Registrant’s Assumed Name.

II. DEFINITIONS

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

“Assumed Name” means the fictitious business name stated in Section 1.4.
“Certificate” means this Certificate & Notice of Assumed Name, as it may be amended or renewed.
“County Clerk” means the Clerk of the County identified in Section 1.2.
“Effective Date” has the meaning assigned in Section 1.1.
“Expiration Date” means the last day of the fifth (5th) full calendar year following the Effective Date, unless earlier terminated or timely renewed in accordance with Michigan law.
“Filing Office” means (i) the Michigan Department of Licensing and Regulatory Affairs (“LARA”) for corporations, LLCs, limited partnerships, and similar entities, or (ii) the County Clerk for sole proprietorships and co-partnerships.
“Registrant” has the meaning assigned in Section 1.3.
“Renewal Deadline” means the date that is no later than six (6) months prior to the Expiration Date.

III. OPERATIVE PROVISIONS

3.1 Filing. Registrant shall file this Certificate with the appropriate Filing Office together with all statutorily-mandated fees.

3.2 Publication (If Applicable).
(a) Within thirty (30) days after the Effective Date, Registrant shall cause this Certificate (or a summary thereof) to be published once in a newspaper of general circulation in the County where the principal place of business is located, only if local rules or the County Clerk require such publication.
(b) Proof of publication, in the form required by the County Clerk, shall be filed with the County Clerk within ten (10) days after the date of publication.

3.3 Term; Renewal.
(a) The Certificate remains in effect until the Expiration Date.
(b) Registrant shall file a renewal certificate on or before the Renewal Deadline to avoid lapse of the Assumed Name.
(c) Failure to renew timely may result in automatic forfeiture of the Assumed Name and potential penalties under Michigan law.

3.4 Consideration. No monetary consideration exchanges hands by virtue of this Certificate; the consideration is the mutual exchange of legal rights and obligations evidenced herein.

3.5 Conditions Precedent. This Certificate is contingent upon acceptance for filing by the Filing Office.

IV. REPRESENTATIONS & WARRANTIES

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

4.2 No Infringement. Registrant represents that, to its knowledge after reasonable inquiry, the Assumed Name does not infringe or conflict with any existing trademark, service mark, corporate name, or assumed name registered in Michigan.

4.3 Compliance. Registrant warrants ongoing compliance with all applicable federal, state, and local laws, regulations, and ordinances governing the conduct of its business under the Assumed Name.

4.4 Survival. The representations and warranties contained in this Article IV shall survive the filing and publication of this Certificate for so long as the Assumed Name remains in use.

V. COVENANTS & RESTRICTIONS

5.1 Lawful Use Only. Registrant shall use the Assumed Name solely for lawful business purposes.

5.2 Updates. Registrant shall promptly file an amended certificate with the Filing Office if (i) the principal place of business changes, (ii) ownership changes, or (iii) the Assumed Name is discontinued.

5.3 Notice of Discontinuance. Upon ceasing to use the Assumed Name, Registrant shall file a certificate of termination of assumed name as required by law.

VI. DEFAULT & REMEDIES

6.1 Events of Default. Each of the following constitutes a default:
(a) Registrant’s failure to renew the Certificate before the Expiration Date;
(b) Registrant’s use of the Assumed Name in violation of law; or
(c) Registrant’s failure to file required amendments or termination certificates.

6.2 Remedies. Upon default, (i) the Assumed Name may be administratively canceled by the Filing Office; (ii) Registrant may become subject to statutory fines; and (iii) any person aggrieved by the unauthorized use of the Assumed Name may pursue all remedies available under Michigan law, including injunctive relief and damages.

6.3 Cure Period. Where permitted by law, Registrant shall have fifteen (15) days after written notice from the Filing Office or any aggrieved party to cure any default before remedies are pursued.

VII. RISK ALLOCATION

[// GUIDANCE: The metadata specifies “Indemnification” and “Liability Caps” as not applicable. This Article is therefore intentionally limited.]

7.1 Disclaimer of Liability. Filing or publication of this Certificate does not insulate Registrant from liability arising from trademark infringement, unfair competition, or other wrongful acts.

7.2 Insurance. Registrant is encouraged, but not required, to maintain appropriate commercial liability insurance.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Certificate shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict-of-laws principles.

8.2 Forum Selection. Any action arising out of or relating to this Certificate shall be filed exclusively with the state courts sitting in the county identified in Section 1.2.

8.3 Arbitration; Jury Waiver. Not applicable.

8.4 Injunctive Relief. Nothing herein limits the right of any party to seek injunctive or other equitable relief to enforce statutory rights concerning the Assumed Name.

IX. GENERAL PROVISIONS

9.1 Amendment. This Certificate may be amended only by filing an amended certificate with the Filing Office in the form prescribed by law.

9.2 Assignment. Registrant may not assign rights in the Assumed Name except in connection with a bona fide transfer of the underlying business and only after compliance with Michigan’s assignment and amendment filing requirements.

9.3 Successors & Assigns. This Certificate binds and inures to the benefit of the Registrant and its lawful successors and assigns.

9.4 Severability. If any provision of this Certificate is held invalid, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

9.5 Entire Agreement. This Certificate embodies the entire understanding of Registrant with respect to the Assumed Name and supersedes all prior or contemporaneous agreements or certificates concerning the same subject matter.

9.6 Counterparts; Electronic Signatures. This Certificate may be executed in counterparts, each of which is deemed an original, and signatures transmitted electronically (e.g., PDF, DocuSign) shall be deemed original signatures for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Registrant executes this Certificate & Notice of Assumed Name on the Effective Date first written above.

STATE OF MICHIGAN
COUNTY OF [COUNTY]

On this _ day of ___, 20_, before me, the undersigned notary public, personally appeared _____, who acknowledged that he/she is the authorized representative of the Registrant named herein and that he/she executed the foregoing Certificate & Notice of Assumed Name on behalf of Registrant.

Notary Public, State of Michigan
My Commission Expires: __
Acting in the County of _______

[// GUIDANCE:
1. Attach any required county or LARA filing cover sheets.
2. Verify current filing fees; they vary by county and entity type.
3. Calendar the Renewal Deadline immediately to avoid automatic lapse.
4. When publication is required, retain the newspaper’s Affidavit of Publication and file it with the County Clerk as proof.
5. Consider a preliminary trademark search (state and federal) before finalizing the Assumed Name to mitigate infringement risk.]