FICTITIOUS BUSINESS NAME (ASSUMED NAME/DBA)

REGISTRATION & PUBLICATION NOTICE

State of Tennessee

[// GUIDANCE: This template is designed for use by Tennessee–domiciled business entities and their counsel when (a) registering an “assumed name” (a/k/a “DBA” or “fictitious business name”) with the Tennessee Secretary of State or appropriate County Clerk, and (b) preparing any optional or locally-required newspaper publication. Customize bracketed text, delete inapplicable provisions, and attach all required filing or publication exhibits before execution.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation (Reserved – Not Applicable)
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Exhibit A – Form of Public Notice
Exhibit B – Secretary of State/County Filing Coversheet (optional)

I. DOCUMENT HEADER

1.1 Title. Fictitious Business Name (Assumed Name/DBA) Registration & Publication Notice (“Notice”).

1.2 Parties.
a. Registrant: [LEGAL NAME OF ENTITY OR INDIVIDUAL] (“Registrant”).
b. Governing Authority: Tennessee Secretary of State and/or [COUNTY] County Clerk (each, a “Filing Office”).

1.3 Effective Date. This Notice is effective as of [EFFECTIVE DATE] (“Effective Date”).

1.4 Jurisdiction & Governing Law. State of Tennessee; see § VIII below.

II. DEFINITIONS

For purposes of this Notice, capitalized terms have the meanings set forth below; terms defined in the singular include the plural and vice-versa.

“Assumed Name” means the fictitious, trade, or “doing-business-as” name identified in § 3.1(b) below under which Registrant proposes to transact business in Tennessee, pursuant to Tenn. Code Ann. § 48-14-101 et seq. (corporations) or § 48-249-106 (LLCs), as applicable.

“Entity” means a corporation, limited liability company, limited partnership, or other juridical person formed or qualified to do business in Tennessee.

“Filing Office” has the meaning given in § 1.2(b).

“Publication” means any newspaper or other public notice that may be required by county ordinance or elected voluntarily by Registrant.

“Renewal Deadline” has the meaning given in § 3.3(b).

“Registrant” has the meaning given in § 1.2(a).

III. OPERATIVE PROVISIONS

3.1 Registration Statement.
a. Entity/Owner Information.
i. Entity Type: [CORPORATION / LLC / LP / SOLE PROPRIETOR / OTHER].
ii. State of Formation (if Entity): [STATE].
iii. Principal Business Address: [STREET, CITY, STATE ZIP].
iv. Registered Agent & Address in TN: [NAME / ADDRESS].
b. Assumed Name. Registrant shall transact business in Tennessee under the assumed name:
[ASSUMED NAME]
c. Business Purpose (optional): [BRIEF DESCRIPTION].

3.2 Filing Requirements.
a. Registrant shall file the appropriate “Application for Registration of Assumed [ENTITY TYPE] Name” (or equivalent) with the Filing Office within five (5) business days after the Effective Date.
b. Required filing fee(s) shall be paid contemporaneously with such application.
c. Upon acceptance, the Filing Office will issue a filed-stamped copy, which Registrant shall maintain with its minute book or equivalent records.

3.3 Renewal & Term.
a. Initial Term. Under Tenn. Code Ann. §§ 48-14-101 et seq./§ 48-249-106, an assumed-name registration is effective for five (5) years from the date of filing, unless earlier cancelled.
b. Renewal Deadline. Registrant must file a renewal application on or before the fifth (5th) anniversary of the original filing date to maintain the Assumed Name (“Renewal Deadline”).
c. Failure to renew results in automatic expiration of the Assumed Name without further notice.

3.4 Publication Requirements.
a. State Law. Tennessee state law imposes no statewide publication requirement for assumed names.
b. Local Law / Voluntary Publication. Certain counties or municipalities may mandate—or Registrant may elect—Publication. If Publication is required or desired, Registrant shall:
i. publish the form of notice attached hereto as Exhibit A in a newspaper of general circulation in [COUNTY] County; and
ii. obtain and retain an Affidavit of Publication for its records.
[// GUIDANCE: Confirm county-specific rules (if any) with the County Clerk before publication.]

3.5 Changes to Assumed Name or Registrant Information. Registrant shall file an amendment with the Filing Office within thirty (30) days following any change to: (i) the Assumed Name; (ii) the entity name, status, or formation jurisdiction; (iii) Registered Agent; or (iv) principal business address.

IV. REPRESENTATIONS & WARRANTIES

4.1 Authority. Registrant (a) is duly formed, validly existing, and in good standing under the laws of its formation jurisdiction, and (b) possesses full power and authority to adopt and use the Assumed Name in Tennessee.

4.2 Accuracy & Completeness. All information contained in this Notice and related filings is true, correct, and complete as of the Effective Date.

4.3 Non-Infringement. Registrant’s use of the Assumed Name does not, to Registrant’s knowledge after reasonable inquiry, infringe any third-party trademark, trade name, or other proprietary right.

4.4 Survival. The representations and warranties in this § IV survive filing and remain in effect throughout the term of the assumed-name registration.

V. COVENANTS & RESTRICTIONS

5.1 Ongoing Compliance. Registrant shall at all times comply with:
a. Tenn. Code Ann. § 48-14-101 et seq. or § 48-249-106, as applicable;
b. any county-level fictitious-name ordinances; and
c. all other applicable federal, state, or local laws.

5.2 Notice of Changes. Registrant shall promptly (and in any event within the statutory period) notify the Filing Office and, if applicable, publish notice of any changes described in § 3.5.

5.3 Recordkeeping. Registrant shall maintain copies of all filings, certificates, and affidavits of publication for not less than six (6) years after expiration or cancellation of the Assumed Name.

VI. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute defaults:
a. failure to register or renew the Assumed Name by the statutory deadline;
b. material misrepresentation in any filing or Publication;
c. use of the Assumed Name in a manner that violates applicable law or infringes another’s rights.

6.2 Statutory Consequences. Upon default, Registrant may lose the exclusive right to the Assumed Name, may be subject to administrative dissolution (if an Entity), and may incur statutory penalties.

6.3 Cure Period. Where permitted by law, Registrant shall have thirty (30) days after notice from the Filing Office to cure any correctable default.

6.4 Attorneys’ Fees. Registrant is responsible for all reasonable attorneys’ fees and costs incurred by any party (including the State of Tennessee) in enforcing statutory compliance with respect to the Assumed Name.

VII. RISK ALLOCATION

(Reserved – No indemnification, liability cap, or insurance provisions are required for this statutory filing.)

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Notice and any disputes arising hereunder are governed by the laws of the State of Tennessee, without regard to its conflict-of-laws principles.

8.2 Forum Selection. The Chancery or Circuit Court of [COUNTY] County, Tennessee, shall have exclusive jurisdiction over any action relating to the Assumed Name or this Notice.

8.3 Arbitration. Not applicable.

8.4 Jury Waiver. Not applicable.

8.5 Injunctive Relief. Nothing herein limits the State of Tennessee or any aggrieved third party from seeking injunctive or declaratory relief concerning improper use of an assumed name.

IX. GENERAL PROVISIONS

9.1 Amendments & Waivers. Any amendment or waiver of this Notice must be in writing and executed by Registrant; statutory amendments control notwithstanding the foregoing.

9.2 Assignment. Registrant may not assign rights in the Assumed Name except (a) incident to a merger, conversion, or statutory name change filed with the Secretary of State, or (b) as otherwise permitted by Tenn. Code Ann.

9.3 Successors & Assigns. This Notice binds and inures to the benefit of Registrant’s successors and permitted assigns.

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

9.5 Entire Agreement. This Notice, together with any exhibits and statutory filings, constitutes the entire agreement of the parties concerning the Assumed Name.

9.6 Counterparts; Electronic Signatures. This Notice may be executed in counterparts, each deemed an original, and signatures transmitted by electronic means are binding to the same extent as originals, subject to Tenn. Code Ann. § 8-16-302 (Uniform Electronic Transactions Act).

X. EXECUTION BLOCK

IN WITNESS WHEREOF, Registrant executes this Notice as of the Effective Date.

[LEGAL NAME OF REGISTRANT]

By: _____
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: [DATE]

State of Tennessee )
County of ______ ) ss:

On this _ day of _, 20, before me, the undersigned Notary Public, personally appeared ______, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the same on behalf of the Registrant.

Notary Public
My Commission Expires: ______
[// GUIDANCE: Notarization is not required for state filings but may be required by certain counties. Omit if unnecessary.]

EXHIBIT A

FORM OF PUBLIC NOTICE

NOTICE OF ASSUMED NAME REGISTRATION
State of Tennessee – [COUNTY] County

Notice is hereby given that [LEGAL NAME OF REGISTRANT], a [ENTITY TYPE] organized under the laws of [STATE] with its principal place of business at [ADDRESS], has filed an application with the Tennessee Secretary of State to conduct business in Tennessee under the assumed name:

"[ASSUMED NAME]"

The assumed-name registration is effective for a period of five (5) years and is subject to renewal prior to its expiration date pursuant to Tenn. Code Ann. § 48-14-101 et seq./§ 48-249-106, as applicable.

DATED this ___ day of __, 20_.

[LEGAL NAME OF REGISTRANT]

By: _____
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
[// GUIDANCE: Provide this text to the newspaper of general circulation in the county where the principal place of business is located. Retain the newspaper’s Affidavit of Publication with corporate records.]

EXHIBIT B

SECRETARY OF STATE / COUNTY FILING COVERSHEET (optional)

[Attach the current official coversheet or download link from the Tennessee Secretary of State’s website: https://tnbear.tn.gov/ECommerce/RegistrationName.aspx ]

© 2025 – This template is provided for informational purposes only and does not constitute legal advice. Consult Tennessee-licensed counsel before relying on or filing this document.