FICTITIOUS BUSINESS NAME STATEMENT & NOTICE

(South Dakota – S.D. Codified Laws ch. 37-11)

[// GUIDANCE: This template is designed for South Dakota‐based attorneys preparing a Name/DBA (“Fictitious Business Name”) filing and publication notice under S.D. Codified Laws §§ 37-11-1 to 37-11-5. Insert all bracketed information, delete guidance boxes prior to execution, and confirm newspaper deadlines with the chosen publication.]

TABLE OF CONTENTS

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

1. DOCUMENT HEADER

1.1 Title
 FICTITIOUS BUSINESS NAME STATEMENT & NOTICE OF REGISTRATION

1.2 Parties
 a. “[REGISTRANT NAME(S)]” – the individual(s) or entity(ies) adopting the Fictitious Business Name.
 b. “South Dakota Secretary of State” – filing office referenced for statutory compliance.

1.3 Recitals
 WHEREAS, Registrant intends to transact business in the State of South Dakota under the fictitious business name identified herein; and
 WHEREAS, S.D. Codified Laws § 37-11-1 requires prior filing of a fictitious business name statement (“Statement”) with the Secretary of State and subsequent newspaper publication;

NOW, THEREFORE, Registrant executes this Statement & Notice as of the Effective Date defined below.

1.4 Effective Date
 “Effective Date” means the date this Statement is executed by the last‐signing Registrant.

1.5 Jurisdiction
 This Statement is governed by South Dakota business law and is to be filed with the clerk of the court or the Secretary of State as statutorily directed.

2. DEFINITIONS

“County of Principal Business” – The South Dakota county where Registrant’s principal place of business is located.

“Fictitious Business Name” – The name under which Registrant will conduct business that differs from Registrant’s true legal name.

“Official Newspaper” – A newspaper meeting S.D. Codified Laws ch. 17-2 requirements, published within the County of Principal Business.

“Publication Period” – Four (4) consecutive weekly issues, as required by S.D. Codified Laws § 37-11-3.

“Renewal Window” – The six (6)-month period immediately preceding the fifth anniversary of the initial filing, per S.D. Codified Laws § 37-11-4.

3. OPERATIVE PROVISIONS

3.1 Adoption of Fictitious Business Name
 a. Fictitious Business Name: [FICTITIOUS BUSINESS NAME]
 b. Nature of Business Conducted: [GENERAL DESCRIPTION]

3.2 Registrant Information
 a. If Individual(s):
  • Full Legal Name(s): [NAME(S)]
  • Residence Address(es): [ADDRESS]
 b. If Entity:
  • Exact Legal Name: [ENTITY NAME]
  • Jurisdiction & Form: [STATE; LLC/CORP/LP, etc.]
  • Principal Office Address: [ADDRESS]
  • Responsible Officer/Member: [NAME/TITLE]

3.3 Principal Place of Business
 Street Address (no P.O. Box): [ADDRESS, CITY, SD ZIP]

3.4 Filing Requirement
 Registrant shall file this Statement, accompanied by the statutory filing fee, with the South Dakota Secretary of State in compliance with S.D. Codified Laws § 37-11-2.

3.5 Publication Requirement
 a. Registrant shall cause this Notice to be published once each week during the Publication Period in an Official Newspaper of the County of Principal Business.
 b. The first publication must occur not later than ten (10) days after the Secretary of State’s filing date.
 c. Registrant must obtain and retain the newspaper’s Affidavit of Publication for its records and for presentation upon governmental request.

3.6 Renewal
 The registration is valid for five (5) years from the Secretary of State’s filing date and may be renewed during the Renewal Window by filing a renewal statement and fee in accordance with S.D. Codified Laws § 37-11-4.

3.7 Change or Discontinuance
 Registrant shall file an amended statement or notice of discontinuance within thirty (30) days after any change in information or cessation of use of the Fictitious Business Name.

4. REPRESENTATIONS & WARRANTIES

4.1 Accuracy
 Registrant represents that all information contained herein is true, complete, and not misleading.

4.2 Authority
 Registrant warrants it possesses full legal power and authority to adopt and use the Fictitious Business Name.

4.3 Non-Infringement
 Registrant represents that, to its knowledge, adoption of the Fictitious Business Name does not infringe the trademark or trade name rights of any third party.

[// GUIDANCE: Consider adding a clearance search certificate or opinion letter if risk of infringement exists.]

5. COVENANTS & RESTRICTIONS

5.1 Compliance
 Registrant covenants to comply with all federal, state, and local laws governing the conduct of its business under the Fictitious Business Name.

5.2 Recordkeeping
 Registrant shall maintain copies of the filed Statement, renewal filings, and Affidavit(s) of Publication for the statutory retention period (minimum five (5) years).

5.3 Notice of Legal Actions
 Registrant agrees to notify the Secretary of State in writing within thirty (30) days of any court order affecting the Fictitious Business Name.

6. DEFAULT & REMEDIES

6.1 Events of Default
 a. Failure to publish as required in Section 3.5.
 b. Failure to timely renew under Section 3.6.
 c. Material misrepresentation in any filed or published statement.

6.2 Cure Period
 Registrant shall have fifteen (15) days after written notice from any interested party or governmental authority to cure a default, where legally permissible.

6.3 Remedies
 If a default is not cured, (i) the registration may be cancelled by the Secretary of State; and (ii) Registrant may be subject to statutory penalties, including the misdemeanor penalty set forth in S.D. Codified Laws § 37-11-1.

7. RISK ALLOCATION

7.1 Indemnification
 Not Applicable – statutory filing only.

7.2 Limitation of Liability
 Not Applicable – statutory filing only.

7.3 Force Majeure
 Not Applicable.

8. DISPUTE RESOLUTION

8.1 Governing Law
 This Statement is governed by the laws of the State of South Dakota.

8.2 Forum Selection
 Any legal proceeding arising out of or related to this Statement shall be filed in the state court of appropriate jurisdiction located within the County of Principal Business.

8.3 Arbitration / Jury Waiver
 Not applicable.

9. GENERAL PROVISIONS

9.1 Amendment
 Any amendment to this Statement shall be executed and filed in the same manner as the original filing.

9.2 Severability
 If any provision of this Statement is held invalid, the remaining provisions shall remain in full force to the maximum extent permitted.

9.3 Entire Statement
 This document constitutes the full and final fictitious business name statement required under South Dakota law.

9.4 Counterparts & Electronic Signatures
 This Statement may be executed in counterparts and by electronic signature, each of which is deemed an original.

10. EXECUTION BLOCK

Executed on this ___ day of _, 20 (“Effective Date”).

[INDIVIDUAL REGISTRANT]

Signature

Printed Name

[ENTITY REGISTRANT]

[ENTITY NAME]
By: _________
   [Name], [Title]

ATTEST (if corporation):

[Corporate Secretary]

NOTARY ACKNOWLEDGMENT
State of South Dakota )
County of ______ ) ss.

On this ___ day of _, 20, before me, the undersigned Notary Public, personally appeared ________, known to me (or satisfactorily proven) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged that he/she/they executed the same for the purposes therein contained.

Notary Public – South Dakota
My Commission Expires: ___

[// GUIDANCE: Following execution, file the Statement with the Secretary of State, secure the endorsed copy, then deliver the publication order to the selected Official Newspaper. Calendar the Renewal Window dates to avoid lapse.]