FICTITIOUS BUSINESS NAME / ASSUMED BUSINESS NAME

REGISTRATION & PUBLICATION NOTICE

State of Oregon

[// GUIDANCE: This template is designed for use when an individual or entity conducts business in Oregon under any name other than its true legal name and must comply with ORS Chapter 648. Customize all bracketed placeholders before use.]

TABLE OF CONTENTS

1. Document Header ................................................ 1
2. Definitions .......................................................... 2
3. Operative Provisions ........................................... 3
4. Representations & Warranties .............................. 4
5. Covenants & Restrictions ..................................... 4
6. Default & Remedies .............................................. 5
7. Risk Allocation (Intentionally Omitted) .................. 5
8. Dispute Resolution ............................................... 5
9. General Provisions ............................................... 6
10. Execution Block .................................................. 7

1. DOCUMENT HEADER

1.1 Title

Fictitious Business Name / Assumed Business Name Registration & Publication Notice (the “Notice”).

1.2 Parties

a. Registrant: [REGISTRANT LEGAL NAME], a [corporation/LLC/partnership/individual] organized under the laws of the State of [STATE] (“Registrant”).
b. Assumed Business Name: [ASSUMED BUSINESS NAME] (the “ABN”).

1.3 Recitals

WHEREAS, under Oregon law, specifically OR. REV. STAT. §§ 648.005–648.990, any person or entity transacting business in this State under an assumed business name must register such name with the Oregon Secretary of State, Business Registry Division; and

WHEREAS, Registrant wishes to register the ABN and, to the extent required, publish legal notice of said registration;

NOW, THEREFORE, Registrant hereby adopts and publishes this Notice effective as of [EFFECTIVE DATE].

1.4 Jurisdiction

This Notice shall be governed by and construed in accordance with the laws of the State of Oregon. The designated forum for any permitted proceeding is the Circuit Court of the State of Oregon for the County of [COUNTY].

2. DEFINITIONS

For purposes of this Notice, capitalized terms have the meanings set forth below.

“ABN” has the meaning provided in Section 1.2.
“Business Registry” means the Corporation Division of the Oregon Secretary of State.
“Effective Date” means the date stated in Section 1.3.
“Registrant” has the meaning provided in Section 1.2.
“Renewal Deadline” means the biennial renewal date assigned by the Business Registry pursuant to OR. REV. STAT. § 648.008(1).
“Secretary of State” means the Oregon Secretary of State, Corporation Division.

3. OPERATIVE PROVISIONS

3.1 Registration Statement

Registrant shall, on or before the Effective Date, file with the Business Registry a completed “Assumed Business Name—New Registration” form (currently Form ABN–1) containing:
a. The ABN;
b. Physical street address of the principal place of business: [PRINCIPAL STREET ADDRESS];
c. Mailing address (if different): [MAILING ADDRESS];
d. Names and street addresses of all persons carrying on business under the ABN; and
e. The primary business activity description.

[// GUIDANCE: Confirm current form number and filing fee at https://sos.oregon.gov/business before filing.]

3.2 Publication Requirements

As of the date of this template, Oregon statutes impose no statewide newspaper-publication requirement for assumed business names. Some local newspapers still accept voluntary publication to place the public on notice. If Registrant elects or is locally required to publish:
a. Notice shall be published once per week for four (4) consecutive weeks in a newspaper of general circulation in [COUNTY];
b. The published notice must substantially conform to Exhibit A attached hereto; and
c. An affidavit of publication shall be filed with the Business Registry (or retained in Registrant’s records if filing is not accepted).

[// GUIDANCE: Confirm with the county clerk whether local rules mandate newspaper publication. Where no mandate exists, this Section 3.2 may be deleted.]

3.3 Renewal

Registrant shall file a renewal of the ABN with the Secretary of State on or before each Renewal Deadline and shall pay the then-applicable renewal fee. Failure to renew within forty-five (45) days after the Renewal Deadline may result in administrative cancellation of the ABN.

3.4 Amendments

Registrant shall amend the registration within sixty (60) days of any change in:
a. Ownership;
b. Principal place of business; or
c. ABN itself.

Amendments are effective upon filing with, and acceptance by, the Business Registry.

4. REPRESENTATIONS & WARRANTIES

Registrant represents and warrants to all persons dealing with the ABN that:

a. The information contained in this Notice and in the corresponding filing with the Business Registry is true, correct, and complete to the best of Registrant’s knowledge.
b. The ABN is not identical or confusingly similar to any registered business name known to Registrant and is adopted in good faith.
c. Registrant possesses full authority to adopt and use the ABN in the State of Oregon.

All representations and warranties shall survive any cancellation or lapse of the ABN for a period of two (2) years.

5. COVENANTS & RESTRICTIONS

5.1 Compliance Covenant

Registrant covenants to comply with all requirements of ORS Chapter 648 and any other applicable federal, state, or local law governing business names, including but not limited to:
a. Accurate use of the ABN on signage, contracts, invoices, advertisements, and legal filings;
b. Maintenance of current ownership information with the Business Registry; and
c. Timely renewal pursuant to Section 3.3.

5.2 Restriction on Transfer

Registrant shall not transfer or assign rights to the ABN except by (i) filing an amendment to reflect new ownership per OR. REV. STAT. § 648.007(1)(c), and (ii) providing notice to all known creditors at least thirty (30) days before the effective date of transfer.

6. DEFAULT & REMEDIES

6.1 Events of Default

The following constitute “Events of Default”:
a. Failure to file initial registration by the Effective Date;
b. Failure to renew within forty-five (45) days after any Renewal Deadline;
c. Material misstatement in any filing related to the ABN; or
d. Failure to file a required amendment within the statutory period.

6.2 Remedies

Upon an Event of Default, the Secretary of State may administratively cancel the ABN. Any person injured by Registrant’s non-compliance may pursue all remedies available at law or in equity, including injunctive relief and recovery of actual damages.

[// GUIDANCE: Oregon does not provide a private right of action solely under ORS 648; other statutory or common-law causes may apply.]

7. RISK ALLOCATION

Intentionally Omitted.
[// GUIDANCE: Indemnification and liability caps are not applicable per client specifications.]

8. DISPUTE RESOLUTION

8.1 Governing Law

This Notice and any dispute arising hereunder shall be governed by the laws of the State of Oregon without regard to its conflicts-of-law provisions.

8.2 Forum Selection

Any judicial proceeding arising out of or relating to this Notice shall be brought exclusively in the Circuit Court for [COUNTY], Oregon, and the parties submit to the personal jurisdiction thereof.

8.3 Arbitration, Jury Waiver, Injunctive Relief

Not applicable or intentionally omitted pursuant to client specifications.

9. GENERAL PROVISIONS

9.1 Amendments and Waivers

No amendment or waiver of any provision of this Notice shall be effective unless in writing and signed by Registrant.

9.2 Assignment

Registrant may not assign its rights in the ABN except in accordance with Section 5.2.

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 any exhibits hereto and the filings referenced herein, constitutes the entire agreement and understanding of Registrant regarding the ABN.

9.5 Electronic Signatures

Pursuant to OR. REV. STAT. § 84.012 et seq. (Oregon UETA), electronic signatures shall be deemed original signatures for all purposes.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, Registrant has executed this Notice effective as of the Effective Date.

[Optional Notary Acknowledgment]
State of Oregon )
County of [COUNTY] ) ss.

On this ___ day of _, 20_, before me, ____, a Notary Public in and for said State, personally appeared [SIGNATORY NAME], known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the foregoing instrument, and acknowledged that he/she executed the same in his/her authorized capacity.

Notary Public for Oregon
My Commission Expires: _____

EXHIBIT A

Form of Newspaper Publication Notice
[// GUIDANCE: Use only if publication is required or desired.]

NOTICE OF ASSUMED BUSINESS NAME

Notice is hereby given that [REGISTRANT LEGAL NAME], whose principal place of business is located at [PRINCIPAL STREET ADDRESS], has registered the assumed business name “[ASSUMED BUSINESS NAME]” with the Oregon Secretary of State on [EFFECTIVE DATE], in accordance with ORS Chapter 648.
All persons having claims against said business are required to present them to the undersigned at the address stated above within four (4) months after the date of first publication of this notice.
[REGISTRANT LEGAL NAME]
By: [SIGNATORY NAME], [Title]
Date of first publication: ____

[// GUIDANCE: KEEP A DATED COPY OF THIS NOTICE, THE SECRETARY OF STATE FILING RECEIPT, AND (IF APPLICABLE) THE AFFIDAVIT OF PUBLICATION WITH YOUR PERMANENT BUSINESS RECORDS. FAILURE TO RENEW OR AMEND AS REQUIRED MAY RESULT IN ADMINISTRATIVE CANCELLATION AND LOSS OF RIGHTS IN THE ASSUMED BUSINESS NAME.]