FICTITIOUS BUSINESS NAME (DBA)
REGISTRATION & PUBLICATION NOTICE
State of Ohio
[// GUIDANCE: This template is designed for attorneys assisting a client in registering and (optionally) publishing a “fictitious business name” or “trade name” in Ohio under Ohio Rev. Code Ann. § 1329.01 et seq. Publication is not mandated in Ohio; however, some practitioners publish voluntarily to create additional public notice. Delete or retain Sections referencing publication as appropriate for the engagement.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1. Registration Obligations
3.2. Publication Obligations (Optional)
3.3. Renewal Obligations - Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation (Reserved)
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
THIS FICTITIOUS BUSINESS NAME REGISTRATION & PUBLICATION NOTICE (this “Notice”) is executed and delivered as of [EFFECTIVE DATE] (the “Effective Date”) by [REGISTRANT LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Registrant”).
RECITALS
A. Registrant intends to transact business in the State of Ohio under the name “[FICTITIOUS BUSINESS NAME]” (the “Trade Name”).
B. Pursuant to Ohio Revised Code Chapter 1329, Registrant is required to file a Certificate of Trade Name with the Ohio Secretary of State and renew such registration every five (5) years.
C. Registrant desires to provide public notice of its use of the Trade Name and, if elected, to publish such notice in accordance with best practices.
NOW, THEREFORE, Registrant hereby issues this Notice as follows:
2. DEFINITIONS
“Certificate” means the Certificate of Trade Name (Form 534A or successor form) accepted for filing by the Ohio Secretary of State.
“Filing Office” means the Office of the Secretary of State of Ohio, Business Services Division.
“Publication” means the voluntary publication of this Notice (or a summary thereof) in a newspaper of general circulation in [COUNTY], Ohio, or such other media outlet as Registrant may select.
“Renewal Period” means the period commencing July 1 and ending December 31 of the fifth calendar year following the year in which the Certificate is filed, and every fifth year thereafter.
Any term used but not defined herein shall have the meaning ascribed to it in the Ohio Revised Code or applicable regulations.
3. OPERATIVE PROVISIONS
3.1 Registration Obligations
3.1.1 Initial Filing. Registrant shall complete and file the Certificate with the Filing Office on or before [FILING DATE], together with the statutory filing fee.
3.1.2 Confirmation. Upon receipt of evidence of filing from the Filing Office, Registrant shall retain the stamped Certificate with its minute book and make it available for inspection upon reasonable request.
3.1.3 Amendments. Registrant shall file an amended certificate within thirty (30) days of any material change to the Trade Name, principal business address, or Registrant’s legal status.
[// GUIDANCE: Ohio requires amendment within 30 days of change in information. Fla. 1329.03.]
3.2 Publication Obligations (Optional)
3.2.1 Timing and Venue. If Publication is elected, Registrant shall cause this Notice (or a summary containing the information in Section 3.2.2) to be published once in a newspaper of general circulation in [COUNTY] within thirty (30) days after the Effective Date.
3.2.2 Required Content. Any Publication shall include:
a. The Trade Name;
b. Registrant’s legal name and entity type;
c. Registrant’s principal business address;
d. The Effective Date of first use of the Trade Name in Ohio; and
e. A statement that the Certificate has been or will be filed with the Ohio Secretary of State.
3.2.3 Proof of Publication. Registrant shall obtain an affidavit of publication and retain it with the Certificate.
[// GUIDANCE: Delete Section 3.2 in its entirety if client opts not to publish.]
3.3 Renewal Obligations
3.3.1 Renewal Filing. During each Renewal Period, Registrant shall file a renewal certificate with the Filing Office and pay the applicable renewal fee.
3.3.2 Lapse. Failure to renew within the Renewal Period shall result in expiration of the Certificate on December 31 of the renewal year, and Registrant shall thereafter be prohibited from asserting exclusive rights in the Trade Name until a new Certificate is filed.
4. REPRESENTATIONS & WARRANTIES
4.1 Authority. Registrant represents that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and is authorized to transact business in Ohio.
4.2 Non-Infringement. Registrant represents that, to its actual knowledge after reasonable inquiry, the Trade Name does not infringe or violate the legal rights of any third party.
4.3 Accuracy. Registrant warrants that all information contained in the Certificate and this Notice is true, correct, and complete in all material respects as of the Effective Date.
4.4 Survival. The representations and warranties set forth in this Section shall survive for so long as Registrant uses the Trade Name in Ohio.
5. COVENANTS & RESTRICTIONS
5.1 Compliance. Registrant shall comply with all applicable federal, state, and local laws, regulations, and ordinances relating to the use of the Trade Name.
5.2 Exclusive Use. Registrant shall use the Trade Name exclusively in connection with its business in Ohio and shall not knowingly permit any affiliate or third party to use the Trade Name without separate authorization or licensing.
5.3 Notice of Changes. Registrant shall provide written notice to the Filing Office and, if Publication was effected, to the publisher of material changes within thirty (30) days of such change.
5.4 Record Maintenance. Registrant shall keep and maintain accurate books and records relating to the Trade Name, including evidence of first use, filings, renewals, and publications.
6. DEFAULT & REMEDIES
6.1 Events of Default. The following constitute defaults:
a. Failure to file the Certificate within the time prescribed;
b. Failure to renew the Certificate during the Renewal Period;
c. Material misrepresentation in any filing or Publication.
6.2 Cure Period. Registrant shall have thirty (30) days after written notice of default to cure, except that no cure period applies to willful misrepresentation.
6.3 Remedies. Upon uncured default, Registrant acknowledges that it may lose statutory protection for the Trade Name, and that the Ohio Secretary of State may cancel or refuse renewal of the Certificate.
6.4 Attorneys’ Fees. In any action arising out of or related to this Notice, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.
7. RISK ALLOCATION (RESERVED)
[// GUIDANCE: Indemnification and limitation of liability provisions are not applicable to a statutory notice. Retain this heading only to preserve numbering consistency.]
8. DISPUTE RESOLUTION
8.1 Governing Law. This Notice and any disputes hereunder shall be governed by and construed in accordance with the laws of the State of Ohio without giving effect to conflict-of-law principles.
8.2 Forum Selection. The Court of Common Pleas of [COUNTY], Ohio, and the United States District Court for the [APPLICABLE DISTRICT] Southern District of Ohio (if federal jurisdiction exists) shall have exclusive jurisdiction over any action arising under or related to this Notice.
8.3 Arbitration; Jury Waiver. Not applicable.
9. GENERAL PROVISIONS
9.1 Amendments. This Notice may be amended only by a written instrument executed by Registrant.
9.2 Assignment. Registrant shall not assign rights in the Trade Name except in connection with a sale of substantially all assets, merger, or similar transaction and after filing an amended certificate.
9.3 Severability. If any provision of this Notice is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
9.4 Entire Agreement. This Notice, together with the Certificate and any publication affidavit, constitutes the entire understanding of Registrant with respect to the subject matter hereof.
9.5 Counterparts; Electronic Signatures. This Notice may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together constitute one instrument.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, Registrant has duly executed this Notice as of the Effective Date.
[NAME OF AUTHORIZED SIGNATORY]
[Title], [Registrant Legal Name]
STATE OF __ )
) ss:
COUNTY OF __ )
On this _ day of _, 20_, before me, the undersigned notary public, personally appeared ______, who acknowledged that he/she is the [TITLE] of [REGISTRANT LEGAL NAME], and that he/she executed the foregoing Notice on behalf of said entity.
Notary Public
My Commission Expires: _______
[// GUIDANCE:
1. File the completed Certificate of Trade Name (Ohio Form 534A) with the Secretary of State.
2. Calendar renewal deadlines: file renewal between July 1 and December 31 of the fifth year following registration and every five years thereafter.
3. Retain stamped copies and, if applicable, proof of publication in the corporate records book.
4. Consider trademark clearance searches to mitigate infringement risk before filing.]