CERTIFICATE & NOTICE OF FICTITIOUS FIRM NAME (DBA)

State of Nevada

[// GUIDANCE: This template is designed to satisfy Nevada’s statutory requirements for (i) filing a fictitious firm name certificate with the appropriate County Clerk under Nev. Rev. Stat. § 602.010 et seq., and (ii) publishing the required legal notice under Nev. Rev. Stat. § 602.035. It also supplies optional contractual provisions (Sections IV–IX) that a sophisticated filer may wish to integrate—e.g., where multiple Registrants contractually allocate duties, liability, or ownership rights in the DBA. Delete any provisions that are unnecessary for a straightforward, single-registrant filing.]

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
Appendix A – Statutory Publication Form

I. DOCUMENT HEADER

1. Title. Certificate & Notice of Fictitious Firm Name (Doing Business As).
2. Registrant(s). [LEGAL NAME OF REGISTRANT 1], a [nature of entity or “individual”] (“Registrant 1”);
   [LEGAL NAME OF REGISTRANT 2] (if applicable) (“Registrant 2”); collectively, the “Registrants.”
3. Fictitious Business Name (“DBA”). “[FICTITIOUS BUSINESS NAME]”.
4. Business Address. [STREET ADDRESS, CITY, STATE NV ZIP].
5. County of Filing. [COUNTY], Nevada (the “County”).
6. Effective Date. [EFFECTIVE DATE] (the “Effective Date”).
7. Governing Law. This Certificate & Notice is governed by the laws of the State of Nevada.
8. Filing & Publication Authority. County Clerk of [COUNTY] (the “County Clerk”); publication in a newspaper of general circulation in [COUNTY] (the “Newspaper of Record”).

II. DEFINITIONS

For purposes of this Certificate & Notice:

“Certificate” means the fictitious firm name certificate filed with the County Clerk under NRS 602.010–602.025.

“Effective Filing Date” means the date the Certificate is stamped “filed” by the County Clerk.

“Publication” means the statutory publication of the Notice once each week for four (4) consecutive weeks pursuant to NRS 602.035.

“Renewal Term” means each five-year period after the Effective Filing Date for which the Certificate must be renewed under NRS 602.040.

“Registrant(s)” has the meaning given in Section I.2.

III. OPERATIVE PROVISIONS

3.1 Filing of Certificate.
(a) Obligation. Within thirty (30) calendar days after the earlier of (i) commencement of business in Nevada under the DBA or (ii) execution of this Certificate & Notice, Registrants shall file the Certificate with the County Clerk.
(b) Contents. The Certificate must state (i) the DBA, (ii) the real name and business address of each Registrant, and (iii) the nature of the business.
(c) Validity. The Certificate becomes effective upon acceptance and stamping by the County Clerk.

3.2 Publication Requirements.
(a) Timing. Within fifteen (15) calendar days after the Effective Filing Date, Registrants shall cause the Notice in Appendix A to be published once a week for four (4) consecutive weeks.
(b) Proof of Publication. An affidavit of publication issued by the Newspaper of Record shall be filed with the County Clerk within fifteen (15) calendar days after the final publication date.
(c) Corrective Publication. If any material error is discovered, Registrants shall promptly republish a corrected Notice and file a new affidavit.

3.3 Renewal & Amendments.
(a) Renewal. The Certificate shall be renewed on or before the fifth anniversary of the Effective Filing Date and every five (5) years thereafter.
(b) Amendment. Any material change (including any change to Registrant information or business address) requires (i) filing an amended Certificate within thirty (30) days of the change and (ii) republication in accordance with Section 3.2.

3.4 Cessation of Business.
Upon cessation of business under the DBA, Registrants shall file a Notice of Withdrawal with the County Clerk and, if required, publish notice of withdrawal.

IV. REPRESENTATIONS & WARRANTIES

4.1 Authority and Capacity. Each Registrant represents and warrants that it/he/she:
(a) possesses full legal right, power, and authority to adopt and use the DBA;
(b) is in good standing (if an entity) in its jurisdiction of formation; and
(c) has obtained all necessary internal approvals to execute this Certificate & Notice.

4.2 Non-Infringement. Each Registrant further represents that, to the best of its knowledge after reasonable inquiry, the DBA does not infringe any trademark, trade name, or other intellectual-property right of any third party.

4.3 Compliance. Registrants have complied, and will comply, with all applicable Nevada and federal laws relating to fictitious business names.

4.4 Survival. The representations and warranties in this Section IV survive the Effective Filing Date for the statute of-limitations period applicable to any related claim.

V. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants. Registrants shall:
(a) timely complete all filings, publications, renewals, and amendments contemplated herein;
(b) maintain accurate records evidencing compliance, including stamped Certificates and affidavits of publication; and
(c) respond promptly to any governmental inquiry regarding the DBA.

5.2 Negative Covenants. Registrants shall not:
(a) use the DBA for unlawful purposes; or
(b) transfer or license the DBA to any third party without first complying with the amendment and publication procedures of Section 3.3(b).

5.3 Notice of Claims. Registrants shall provide written notice to each other (if multiple) within five (5) business days after becoming aware of any third-party claim relating to the DBA.

VI. DEFAULT & REMEDIES

6.1 Events of Default. Any of the following constitutes a default:
(a) failure to file the Certificate or any required renewal or amendment within the statutory deadline;
(b) failure to publish the Notice in compliance with Section 3.2;
(c) material breach of any representation, warranty, or covenant herein.

6.2 Cure Period. Except for willful misconduct, a defaulting Registrant shall have ten (10) business days after written notice of default to cure.

6.3 Remedies. If a default is not timely cured, the non-defaulting Registrant(s) may, in addition to statutory remedies, (i) file or publish on behalf of the defaulting Registrant, at the defaulting Registrant’s expense, and (ii) seek equitable relief, including specific performance.

6.4 Attorneys’ Fees. The prevailing party in any action to enforce this Certificate & Notice is entitled to reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

[// GUIDANCE: Indemnification and limitation-of-liability provisions are not statutorily required for a fictitious firm name filing but may be desirable where multiple Registrants share risk.]

7.1 Indemnification. Each Registrant (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Registrant(s) and their respective officers, directors, members, managers, partners, employees, and agents (“Indemnified Parties”) from and against any losses, claims, damages, liabilities, penalties, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to (a) the Indemnifying Party’s breach of this Certificate & Notice, or (b) any third-party claim alleging that the DBA infringes intellectual-property rights, to the extent such claim is attributable to the Indemnifying Party’s acts or omissions.

7.2 Limitation of Liability. Except for (i) breaches of Section IV (Representations & Warranties) or Section VII.1 (Indemnification) and (ii) willful misconduct or fraud, in no event shall any Registrant be liable to another Registrant for indirect, consequential, punitive, or special damages.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Certificate & Notice is governed by, and construed in accordance with, the laws of the State of Nevada without regard to its conflict-of-laws principles.

8.2 Forum Selection. Any action arising out of or relating to this Certificate & Notice shall be filed exclusively in the state district court sitting in and for [COUNTY], Nevada, and each Registrant irrevocably submits to the personal jurisdiction of such court.

8.3 Arbitration; Jury Trial. Arbitration and jury-trial waiver are not applicable to this statutory filing; statutory review of County Clerk determinations is controlled by Nevada law.

IX. GENERAL PROVISIONS

9.1 Amendments; Waivers. No amendment or waiver of any provision of this Certificate & Notice is effective unless it is in writing and signed by all Registrants.

9.2 Assignment. No Registrant may assign its rights or delegate its duties under this Certificate & Notice without the prior written consent of the other Registrant(s) and compliance with Section 3.3(b).

9.3 Successors & Assigns. This Certificate & Notice is binding upon and inures to the benefit of the Registrants and their respective successors and permitted assigns.

9.4 Severability. If any provision of this Certificate & Notice is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to give effect to the parties’ intent.

9.5 Integration. This Certificate & Notice, together with any attachments, constitutes the entire agreement among the Registrants with respect to the DBA and supersedes all prior or contemporaneous oral or written agreements on that subject.

9.6 Counterparts; Electronic Signatures. This Certificate & Notice may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically (including via PDF or reliable e-signature service) are deemed original and binding.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Registrant(s) execute this Certificate & Notice of Fictitious Firm Name on the dates indicated below, intending to be legally bound.

[Optional Notary Acknowledgment—Consult County requirements]

APPENDIX A

STATUTORY PUBLICATION FORM
[// GUIDANCE: Use exactly as published; fill in brackets; ensure four consecutive weekly insertions.]

NOTICE OF FICTITIOUS FIRM NAME

NOTICE IS HEREBY GIVEN that [LEGAL NAME OF REGISTRANT(S)], whose principal place of business is located at [STREET ADDRESS, CITY, STATE NV ZIP], is/are conducting business in [COUNTY], Nevada, under the fictitious firm name of “[FICTITIOUS BUSINESS NAME].”

A certificate for the use of the fictitious firm name was filed with the County Clerk of [COUNTY], Nevada, on [EFFECTIVE FILING DATE].

[LEGAL NAME OF REGISTRANT(S)]
By: ____
Name: ____
Title: ______

DATES OF PUBLICATION: [INSERT DATES OF 4 CONSECUTIVE WEEKLY RUNS]
[// GUIDANCE: After the 4th publication, obtain the newspaper’s affidavit of publication and file it with the County Clerk within 15 days.]

END OF DOCUMENT