FICTITIOUS BUSINESS NAME (DBA) REGISTRATION AND PUBLICATION NOTICE
State of New Hampshire
[// GUIDANCE: This template is designed for attorneys preparing a New Hampshire “trade name” (a/k/a “fictitious business name” or “DBA”) filing pursuant to N.H. Rev. Stat. Ann. ch. 349. Customize all bracketed fields, delete inapplicable guidance, and confirm current statutory procedures (forms, fees, delivery method, etc.) with the NH Secretary of State before use.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Continuing Obligations
- Compliance & Penalties
- Dispute Resolution
- General Provisions
- Execution Block
- Acknowledgment / Notary
1. DOCUMENT HEADER
THIS FICTITIOUS BUSINESS NAME (DBA) REGISTRATION AND PUBLICATION NOTICE (the “Notice”) is executed as of [EFFECTIVE DATE] (the “Effective Date”) by the undersigned registrant(s) (individually and collectively, the “Applicant”) for the purpose of (i) adopting and registering the trade name set forth herein with the New Hampshire Secretary of State, and (ii) providing public notice of the same in accordance with applicable law.
Jurisdiction: State of New Hampshire
Governing Statute: N.H. Rev. Stat. Ann. ch. 349
2. DEFINITIONS
For purposes of this Notice, the following terms shall have the meanings set forth below:
“Applicant” – The individual(s), partnership, corporation, limited liability company, or other legal entity(ies) identified in Section 3.1 that will transact business under the Trade Name.
“Principal Place of Business” – The street address within or outside New Hampshire from which the Applicant’s business will be principally conducted.
“Secretary of State” – The Corporation Division of the New Hampshire Department of State.
“Trade Name” – The fictitious business name / DBA selected by Applicant as identified in Section 3.2.
“Renewal Deadline” – December 31 of the fifth (5th) calendar year following the year of original registration, or such other deadline as may be prescribed by the Secretary of State upon statutory amendment.
“Publication” – A single insertion of this Notice in a newspaper of general circulation in the county where the Principal Place of Business is located, or in such other medium as may be commercially reasonable. [// GUIDANCE: NH law presently imposes no mandatory publication, but many practitioners publish voluntarily to create additional constructive notice or to satisfy lender/assurance requirements.]
3. OPERATIVE PROVISIONS
3.1 Applicant Information.
Legal Name(s) of Applicant(s): [LEGAL NAME(S)]
Form of Entity (if any): [ENTITY TYPE – e.g., “New Hampshire limited liability company”]
Principal Place of Business: [STREET ADDRESS, CITY, STATE, ZIP]
Business Telephone / Email: [PHONE] / [EMAIL]
3.2 Trade Name.
The Applicant hereby adopts the following trade name for use in the State of New Hampshire:
“[TRADE NAME]” (the “Trade Name”).
3.3 Nature of Business.
The Applicant will engage in the following general line(s) of business under the Trade Name:
[GENERAL DESCRIPTION OF BUSINESS ACTIVITIES].
3.4 Filing with Secretary of State.
(a) Within the time period prescribed by N.H. Rev. Stat. Ann. § 349:2 (currently, within 60 days after adoption of the Trade Name), Applicant shall file a duly-executed “Trade Name Application” on Form TN-1 (or its successor) with the Secretary of State, together with the required filing fee.
(b) The Applicant shall maintain the stamped-received copy of the filing in its minute book or other permanent records.
3.5 Optional Publication.
(a) Within [15] days following confirmation of filing acceptance, Applicant shall cause this Notice to be published once in [NAME OF NEWSPAPER], a newspaper of general circulation in [COUNTY], New Hampshire, and shall obtain from such newspaper an “Affidavit of Publication.”
(b) The Affidavit of Publication shall be filed in the Applicant’s records and produced to any requesting governmental authority or third party upon reasonable request.
[// GUIDANCE: Remove Section 3.5 entirely if publication will not be undertaken.]
3.6 Effective Date.
The Trade Name shall be deemed effective for all business purposes on the earlier of (i) the date the Secretary of State issues a Certificate of Trade Name, or (ii) the date the Applicant first transacts business in New Hampshire under the Trade Name, provided that filing occurs within the statutory period.
4. REPRESENTATIONS & WARRANTIES
4.1 Authority. The undersigned signatory(ies) possess full legal authority to adopt the Trade Name and to execute and submit all required filings on behalf of the Applicant.
4.2 Non-Infringement. To the best of Applicant’s knowledge, use of the Trade Name does not infringe upon any trademark, service mark, tradename, or other proprietary right of any third party.
4.3 Accuracy. All information contained in this Notice, and in any related filing or publication, is true and correct in all material respects as of the Effective Date.
4.4 Continuing Duty. Applicant shall promptly correct any false, misleading, or outdated information contained in this Notice or in the filing with the Secretary of State.
5. COVENANTS & CONTINUING OBLIGATIONS
5.1 Renewal. Applicant shall file a renewal of the Trade Name registration with the Secretary of State on or before each Renewal Deadline and pay any applicable fees.
5.2 Amendments. Applicant shall file an amendment with the Secretary of State within 60 days of any material change to:
(a) the Trade Name;
(b) the Principal Place of Business; or
(c) the identity of any partner, member, officer, or manager whose name appears on the original application.
5.3 Termination/Abandonment.
(a) Applicant shall file a “Withdrawal of Trade Name” if the Trade Name will no longer be used.
(b) Applicant shall wind up promotional materials, signage, and bank accounts bearing the Trade Name within a commercially reasonable time following abandonment.
6. COMPLIANCE & PENALTIES
6.1 Statutory Penalties. Failure to register, renew, or amend a trade name as required may subject Applicant to fines and/or limitations on its right to maintain actions in New Hampshire courts.
6.2 No Limitation on Additional Remedies. Nothing herein limits any remedy available at law or in equity for trademark infringement, unfair competition, or deceptive trade practices arising from misuse of the Trade Name.
7. DISPUTE RESOLUTION
7.1 Governing Law. This Notice and all disputes arising hereunder shall be governed by the laws of the State of New Hampshire without regard to its conflict-of-laws principles.
7.2 Forum Selection. Any action relating to the validity, interpretation, or enforcement of this Notice shall be brought exclusively in the state courts of competent jurisdiction located in [COUNTY], New Hampshire. Each party irrevocably submits to such jurisdiction and venue.
[// GUIDANCE: Arbitration, jury waiver, and injunctive relief provisions were designated “not applicable” in the metadata and are therefore omitted.]
8. GENERAL PROVISIONS
8.1 Amendments and Waivers. Any amendment or waiver of the provisions of this Notice must be in writing and executed by the Applicant (and, where required, accepted by the Secretary of State).
8.2 Severability. If any provision of this Notice is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.
8.3 Entire Notice. This Notice constitutes the entire public notice with respect to the Trade Name and supersedes any prior oral or written statements regarding the subject matter hereof.
8.4 Electronic Signatures. Signatures delivered by facsimile, PDF, or other electronic means shall be deemed original and binding for all purposes.
9. EXECUTION BLOCK
IN WITNESS WHEREOF, the Applicant has caused this Notice to be executed as of the Effective Date.
APPLICANT:
[LEGAL NAME OF APPLICANT]
By: ________
Name: [SIGNATORY NAME]
Title: [TITLE / CAPACITY]
Date: [DATE]
10. ACKNOWLEDGMENT / NOTARY
State of New Hampshire
County of [COUNTY]
On this _ day of _, 20, before me, the undersigned notary public, personally appeared [SIGNATORY NAME], proved to me through satisfactory evidence of identification to be the person whose name is signed on the preceding document, and acknowledged to me that he/she executed the same in his/her authorized capacity for the purposes therein contained.
[NOTARY NAME], Notary Public
My Commission Expires: ____
[// GUIDANCE: Submit the completed Form TN-1 with the above information attached (if desired) to the NH Secretary of State, pay the prescribed fee, and calendar the Renewal Deadline. Retain file-stamped copies and any Affidavit of Publication in the client’s corporate records.]