NOTICE OF FILING AND PUBLICATION
OF FICTITIOUS BUSINESS NAME
(Pennsylvania – 54 Pa.C.S. § 311)
[// GUIDANCE: This template is designed for Pennsylvania practitioners to satisfy both the registration filing with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations (“Bureau”) and the mandatory newspaper publication requirements under 54 Pa.C.S. § 311(g). Customize all bracketed items before use.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation (Not Applicable)
- Dispute Resolution
- General Provisions
- Execution Block
[// GUIDANCE: Sections 6–9 are intentionally concise because, for a statutory notice, most risk-allocation, dispute-resolution, and default concepts are inapplicable. They are retained here to maintain standard architecture and to signal non-applicability.]
1. DOCUMENT HEADER
1.1 Title
NOTICE OF FILING OF APPLICATION FOR REGISTRATION OF FICTITIOUS NAME PURSUANT TO 54 Pa.C.S. § 311.
1.2 Parties
a. “Applicant”: [APPLICANT LEGAL NAME], a [ENTITY TYPE] organized under the laws of [STATE OF ORGANIZATION] with a principal place of business at [ADDRESS].
b. “Commonwealth”: The Commonwealth of Pennsylvania, Department of State, Bureau of Corporations and Charitable Organizations.
1.3 Recitals
WHEREAS, Applicant intends to transact business in the Commonwealth under a fictitious business name;
WHEREAS, 54 Pa.C.S. § 311 requires registration of a fictitious name with the Bureau and publication of notice in two newspapers of general circulation (one of which may be the designated legal journal, if any) in the county where the principal place of business is located;
NOW, THEREFORE, Applicant issues this Notice as of the Effective Date (defined below).
1.4 Effective Date
“Effective Date” means the earlier of (a) the date on which the Application for Registration of Fictitious Name is accepted by the Bureau, or (b) [SPECIFIC DATE], provided that such date is not later than thirty (30) days after acceptance.
1.5 Governing Law
This Notice is governed by the laws of the Commonwealth of Pennsylvania, including 54 Pa.C.S. § 301 et seq.
2. DEFINITIONS
For purposes of this Notice, the following terms have the meanings set forth below. Capitalized terms used but not defined herein have the meanings ascribed in 54 Pa.C.S. § 301 et seq.
“Application” means the filing entitled “Application for Registration of Fictitious Name” submitted to the Bureau on [DATE OF FILING].
“Business Address” means [NUMBER AND STREET], [CITY], Pennsylvania [ZIP].
“Fictitious Name” means “[FICTITIOUS BUSINESS NAME]”.
“Publication Requirement” means the obligation under 54 Pa.C.S. § 311(g) to advertise the filing of the Application in two newspapers of general circulation in the county of the Business Address, one of which may be the county legal journal.
“Renewal Deadline” has the meaning set forth in Section 3.4.
3. OPERATIVE PROVISIONS
3.1 Registration Compliance
Applicant represents that it has duly filed the Application with the Bureau in accordance with 54 Pa.C.S. § 311, setting forth:
a. The Fictitious Name;
b. The Business Address;
c. The names and addresses of all persons or entities interested in the business; and
d. The filing fee prescribed by the Bureau.
3.2 Publication Compliance
a. Applicant shall cause this Notice to be published one (1) time in each of the following newspapers within thirty (30) days after acceptance of the Application:
i. [LEGAL JOURNAL NAME] (if applicable); and
ii. [NEWSPAPER OF GENERAL CIRCULATION NAME].
b. The Notice must include:
i. The Fictitious Name;
ii. The Business Address;
iii. The name(s) and address(es) of each person or entity party to the registration; and
iv. A statement that the Application has been filed pursuant to 54 Pa.C.S. § 311.
3.3 Proof of Publication
Applicant shall obtain and retain Affidavits of Publication from each newspaper listed in Section 3.2(a). Such affidavits must be retained for the duration of the business’s use of the Fictitious Name.
3.4 Renewal / Amendment / Cancellation
a. Renewal. Under current Pennsylvania law, fictitious name registrations do not expire and need not be renewed unless amended by statute. For defensive drafting, “Renewal Deadline” means the earlier of (i) any future statutory renewal date enacted by the Pennsylvania General Assembly, or (ii) every ten (10) years from the Effective Date as an internal compliance benchmark.
b. Amendment. Applicant shall file an Amendment of Fictitious Name with the Bureau within sixty (60) days of any change in the information on record.
c. Cancellation. Within sixty (60) days after ceasing to transact business under the Fictitious Name, Applicant shall file a Cancellation of Fictitious Name with the Bureau and publish notice of such cancellation in accordance with Section 3.2.
4. REPRESENTATIONS & WARRANTIES
4.1 Authority
Each individual signing on behalf of Applicant represents that he or she has full lawful authority to execute the Application and this Notice.
4.2 Accuracy of Information
Applicant warrants that all information contained in the Application and this Notice is true, correct, and complete as of the Effective Date, and will remain so unless amended pursuant to Section 3.4(b).
4.3 Compliance with Law
Applicant represents that, to the best of its knowledge, the use of the Fictitious Name does not infringe the trademark or other intellectual-property rights of any third party and complies with all applicable federal, state, and local laws, regulations, and ordinances.
Survival
The representations and warranties in this Section 4 survive the Effective Date for so long as Applicant transacts business under the Fictitious Name.
5. COVENANTS & RESTRICTIONS
5.1 Ongoing Compliance
Applicant covenants to (a) maintain current and accurate records with the Bureau, and (b) comply with all future statutory amendments pertaining to fictitious names in the Commonwealth.
5.2 Notices
Applicant shall give timely notice to the Bureau and shall publish any required notices of amendment or cancellation in accordance with Section 3.4.
6. DEFAULT & REMEDIES
6.1 Events of Default
The following constitute Events of Default:
a. Failure to publish the Notice as required by Section 3.2;
b. Failure to amend or cancel the registration in accordance with Section 3.4; or
c. Material misrepresentation in the Application or this Notice.
6.2 Remedies
Upon an Event of Default, Applicant may be subject to (a) fines or penalties imposed by the Commonwealth, (b) inability to enforce contracts entered into under the Fictitious Name, and (c) any other remedies available at law or in equity.
Attorney Fees
If any action or proceeding is commenced to enforce compliance with 54 Pa.C.S. § 311, the prevailing party is entitled to recover its reasonable attorney fees and costs.
[// GUIDANCE: Pennsylvania courts may deny enforcement of contracts entered into under an unregistered fictitious name. See generally 54 Pa.C.S. § 332(a).]
7. RISK ALLOCATION
(This Section is intentionally omitted; indemnification, liability caps, and insurance provisions are not applicable to statutory notices.)
8. DISPUTE RESOLUTION
8.1 Governing Law
This Notice and any dispute arising hereunder are governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict-of-laws rules.
8.2 Forum Selection
Any action arising out of or relating to this Notice shall be filed exclusively in the Court of Common Pleas for the county in which the Business Address is located.
8.3 Arbitration & Jury Trial
Arbitration provisions and jury-trial waivers are inapplicable to this Notice.
9. GENERAL PROVISIONS
9.1 Amendments
This Notice may be amended only to the extent required by law or to correct clerical errors, and any amendment must be re-published if required by statute or regulation.
9.2 Severability
If any provision of this Notice is held invalid or unenforceable, the remaining provisions remain in full force and effect.
9.3 Entire Notice
This document constitutes the entire statutory notice required under 54 Pa.C.S. § 311(g) with respect to the Application.
9.4 Electronic Signatures
Electronic signatures and counterparts are permitted to the fullest extent allowed under Pennsylvania law.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned executes this Notice effective as of the Effective Date.
[SIGNATORY NAME], [TITLE]
for and on behalf of
[APPLICANT LEGAL NAME]
Date: _____
[SEAL, if applicable]
[// GUIDANCE: Pennsylvania law does not require notarization for a fictitious name notice; however, check local newspaper requirements. Attach the Bureau-stamped copy of the Application as an exhibit if desired.]
END OF DOCUMENT