FICTITIOUS BUSINESS NAME (ASSUMED BUSINESS NAME)

CERTIFICATE & NOTICE

(State of North Carolina)

[// GUIDANCE: This template is designed for attorneys assisting clients with the registration of an assumed business name (“DBA”) in North Carolina under the Assumed Business Name Act, Article 14A of Chapter 66 of the North Carolina General Statutes. It combines (i) the substantive information that must appear on the county‐level filing form with (ii) contractual‐style provisions allocating ongoing duties and risk among multiple owners, if any. Delete any sections that are unnecessary for a single-owner filing or purely public notice.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Title
   Fictitious Business Name (Assumed Business Name) Certificate & Notice

2. Registrant(s)
   a. Legal Name(s): [REGISTRANT LEGAL NAME(S)]
   b. Entity Type(s) (if any): [LLC / Corporation / Partnership / Sole Proprietor]
   c. Jurisdiction of Formation (if entity): [STATE]

3. Assumed Business Name
   [ASSUMED BUSINESS NAME] (the “Assumed Name”)

4. Filing & Recording Data
   a. County of Filing: [COUNTY NAME]
   b. Register of Deeds Address: [REGISTER OF DEEDS ADDRESS]
   c. Effective Date of Filing: [EFFECTIVE DATE]

5. Recitals
   WHEREAS, the Registrant desires to engage in business in the State of North Carolina under the Assumed Name and is required to file an assumed business name certificate with the Register of Deeds of each county in which it will transact business; and
   WHEREAS, this Certificate & Notice is executed and delivered in compliance with the North Carolina Assumed Business Name Act (the “Act”) and is intended to provide all information required thereunder as well as memorialize continuing duties among the Registrant(s);
   NOW, THEREFORE, the parties agree as follows:

II. DEFINITIONS

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

“Act” – Article 14A of Chapter 66 of the North Carolina General Statutes, commonly cited as the North Carolina Assumed Business Name Act.

“Amendment Certificate” – A filing made under the Act to reflect any change to the information set forth in this Certificate & Notice.

“Assumed Name” – The fictitious business name stated in Section I.3.

“Certificate” – This Fictitious Business Name (Assumed Business Name) Certificate & Notice.

“County Register” – The Register of Deeds for the county identified in Section I.4.a.

“Effective Date” – The date specified in Section I.4.c, or, if none is specified, the date of recording by the County Register.

“Registrant” or “Registrants” – Individually and collectively, the natural person(s) or business entity(ies) identified in Section I.2.

III. OPERATIVE PROVISIONS

3.1 Filing Obligation
a. The Registrant shall cause this Certificate to be duly executed and recorded with the County Register in accordance with the Act.
b. If the Registrant conducts business in more than one county, additional identical certificates shall be filed in each such county.

3.2 Required Certificate Information
The Certificate shall contain the following information as required by the Act:
i. Assumed Name (Section I.3);
ii. Real name of each Registrant (Section I.2.a);
iii. Type of business conducted: [GENERAL DESCRIPTION];
iv. Street address of the principal place of business: [PRINCIPAL STREET ADDRESS];
v. Mailing address, if different: [MAILING ADDRESS];
vi. Counties in which business will be conducted: [COUNTY LIST]; and
vii. (Optional) Future Effectiveness Date: [DEFERRED EFFECTIVE DATE], if any.

3.3 Publication Requirement
North Carolina presently imposes no newspaper‐publication requirement for an assumed business name. This Section appears solely to confirm that no publication is necessary.
[// GUIDANCE: Delete if local ordinances or lender requirements impose separate publication obligations.]

3.4 Amendments
The Registrant shall file an Amendment Certificate within 60 days after any change to the information required under the Act, including without limitation a change of principal business address, change in counties of operation, or change in ownership.

3.5 Withdrawal
Upon cessation of business under the Assumed Name, or upon discontinuation of its use, the Registrant shall file a Certificate of Withdrawal in each county where this Certificate is of record.

3.6 Renewal & Sunset
a. Certificates filed on or after 1 December 2017 do not expire under current law.
b. Certificates filed before 1 December 2017 expired on 1 December 2022 unless renewed.
c. Registrant shall calendaredly review the need for renewal if statutory amendments reinstate an expiration period.

3.7 Record-Keeping
Registrant shall maintain a stamped copy of this Certificate, all Amendment Certificates, and any Certificate of Withdrawal for not less than five (5) years after discontinuation of the Assumed Name.

IV. REPRESENTATIONS & WARRANTIES

4.1 Authority
Each Registrant that is an entity represents that it is duly organized, validly existing, in good standing in its jurisdiction of formation, and authorized to file this Certificate.

4.2 No Conflict
The execution and filing of this Certificate do not and will not violate any charter document, operating agreement, bylaw, partnership agreement, or other governing document applicable to the Registrant.

4.3 Accuracy
All information provided herein is true, correct, and complete as of the Effective Date, and the Registrant undertakes to keep such information current via timely Amendment Certificates.

4.4 Compliance with Name Restrictions
The Assumed Name does not contain any prohibited words and does not falsely imply governmental affiliation or professional licensure.

4.5 Survival
The representations and warranties in this Article IV shall survive the filing of this Certificate and any Amendment Certificate.

V. COVENANTS & RESTRICTIONS

5.1 Ongoing Compliance
The Registrant covenants to comply in all material respects with the Act and any successor statute.

5.2 Notice of Change
The Registrant shall give written notice to any co-Registrant(s) not less than fifteen (15) days before filing an Amendment Certificate that would materially affect their rights.

5.3 Prohibited Uses
The Assumed Name shall not be used for any unlawful purpose or in any manner that would subject any co-Registrant to liability without that co-Registrant’s prior written consent.

VI. DEFAULT & REMEDIES

6.1 Events of Default
The following events constitute a default:
a. Failure to file an Amendment Certificate within the statutory 60-day period;
b. Use of the Assumed Name in violation of Section V.3;
c. Material breach of any representation or warranty in Article IV.

6.2 Cure Period
The non-defaulting Registrant shall provide written notice and a ten (10)-day opportunity to cure before exercising remedies.

6.3 Remedies
a. Specific Performance – Any Registrant may seek an order compelling compliance with the Act.
b. Reimbursement – The defaulting Registrant shall reimburse all reasonable costs and expenses incurred by the non-defaulting Registrant in enforcing this Certificate.
c. Dissolution of Use – Upon uncured default, the non-defaulting Registrant may unilaterally file a Certificate of Withdrawal with respect to itself.

VII. RISK ALLOCATION

[// GUIDANCE: Indemnification and liability caps are not required per the project metadata. Delete this Article if unnecessary, or insert custom language if the Registrant group desires additional protection.]

VIII. DISPUTE RESOLUTION

8.1 Governing Law
This Certificate shall be governed by and construed in accordance with the internal laws of the State of North Carolina applicable to business registrations.

8.2 Forum Selection
Any dispute arising out of or relating to this Certificate shall be filed and maintained exclusively in the office of the [COUNTY NAME] Clerk of Superior Court, unless mandatory venue provisions of North Carolina law dictate otherwise.

8.3 Arbitration; Jury Trial
Arbitration is not applicable. No jury-trial waiver is included.

IX. GENERAL PROVISIONS

9.1 Amendments and Waivers
No amendment or waiver of any provision of this Certificate shall be effective unless in writing and signed by all Registrants.

9.2 Assignment
No Registrant may assign or delegate its rights or duties hereunder without the prior written consent of all other Registrants.

9.3 Successors and Assigns
This Certificate shall be binding upon and inure to the benefit of the Registrants and their respective successors and permitted assigns.

9.4 Severability
If any provision of this Certificate is held unenforceable, it shall be reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall continue in full force.

9.5 Entire Agreement
This Certificate constitutes the entire understanding among the Registrants concerning the Assumed Name and supersedes all prior oral or written agreements relating thereto.

9.6 Counterparts; Electronic Signatures
This Certificate may be executed in counterparts, each of which shall be deemed an original. Signatures transmitted electronically (e.g., via PDF or an approved e-signature platform) shall be deemed original signatures for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the Effective Date set forth in Section I.4.c.

Registrant:
[REGISTRANT LEGAL NAME]
By: _____
Name: [NAME]
Title/Capacity: [Title or “Individual”]
Date: [DATE]

[Repeat signature blocks for additional Registrants]

NOTARY ACKNOWLEDGMENT

[// GUIDANCE: North Carolina does not require notarization of an assumed business name certificate, but many Registers of Deeds provide pre-printed notary blocks on their forms. Add or delete the acknowledgment below as local practice dictates.]

State of North Carolina
County of ______

I, the undersigned Notary Public, certify that _________ personally appeared before me this day, acknowledging to me that he or she voluntarily signed the foregoing document for the purpose stated therein.

Witness my hand and official seal this _ day of _, 20___.

Notary Public
My commission expires: _______