TEXAS ASSUMED BUSINESS NAME (DBA) CERTIFICATE & PUBLICATION NOTICE
(Comprehensive Attorney Drafting Template)
[// GUIDANCE: This template is intentionally expansive to serve as a one-stop resource for Texas “assumed name” (a/k/a “fictitious business name” or “DBA”) compliance. Delete any sections that are unnecessary for a short-form county filing or for a simple newspaper notice. Retain sections that add evidentiary value (e.g., Representations & Warranties) when the document will also be used in financing, franchising, or multi-party transactions.*]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibit A – Statutory Publication Notice (Optional)
- Exhibit B – Filing & Renewal Checklist (Attorney Use Only)
1. DOCUMENT HEADER
1.1 Title.
ASSUMED BUSINESS NAME CERTIFICATE AND NOTICE OF INTENT TO CONDUCT BUSINESS UNDER AN ASSUMED NAME (TEXAS)
1.2 Parties.
(a) “Registrant”: [LEGAL NAME OF REGISTRANT], a [ENTITY TYPE; e.g., Texas limited liability company] with principal place of business at [ADDRESS].
(b) “County Clerk”: The County Clerk of [COUNTY], Texas.
(c) “Secretary of State”: The Texas Secretary of State (only if required under Tex. Bus. & Com. Code § 71.103).
1.3 Recitals.
A. Registrant intends to transact business in Texas under the Assumed Name (defined below).
B. Texas Business & Commerce Code Chapter 71 requires the filing of an Assumed Name Certificate and, where applicable, the publication of notice.
C. Registrant executes this Certificate to satisfy those statutory obligations and to provide third-party notice of the Assumed Name.
1.4 Effective Date.
This Certificate becomes effective on the date it is accepted for record by the County Clerk (the “Effective Date”).
1.5 Governing Law.
This Certificate is governed by and shall be construed in accordance with the laws of the State of Texas, without regard to conflict-of-laws principles.
2. DEFINITIONS
“Assumed Name” means: [ASSUMED / DBA NAME TO BE USED].
“Certificate” means this Texas Assumed Business Name Certificate and Publication Notice.
“County Clerk” has the meaning given in Section 1.2(b).
“Expiration Date” means the date that is ten (10) years after the Effective Date, unless earlier terminated pursuant to Section 3.4.
“Registrant” has the meaning given in Section 1.2(a).
“Secretary of State” has the meaning given in Section 1.2(c).
3. OPERATIVE PROVISIONS
3.1 Statutory Filing.
(a) County Filing. Registrant shall file this Certificate with the County Clerk of each Texas county in which (i) the principal office or place of business of Registrant is located, and (ii) the Assumed Name will be used.
(b) State Filing. If Registrant is (i) a domestic filing entity, (ii) a foreign filing entity authorized to transact business in Texas, or (iii) a foreign entity not registered but maintaining a place of business in Texas, Registrant shall contemporaneously file an Assumed Name Certificate with the Texas Secretary of State, in the form prescribed by the Secretary, in accordance with Tex. Bus. & Com. Code § 71.103.
3.2 Term; Renewal.
(a) Initial Term. The Assumed Name may be used from the Effective Date until the Expiration Date.
(b) Renewal Window. Registrant shall file a renewal certificate not earlier than six (6) months before and not later than the Expiration Date.
(c) Automatic Termination. Failure to renew within the statutory window results in automatic abandonment of the Assumed Name under Tex. Bus. & Com. Code § 71.151.
3.3 Publication of Notice.
[// GUIDANCE: Texas does not impose a statewide publication requirement. Some Texas counties or contractual counterparties may nonetheless request public notice. Use Section 3.3 only where needed.]
Where publication is desired or contractually required, Registrant shall, within thirty (30) days after the Effective Date, cause the Notice set forth in Exhibit A to be published once in a newspaper of general circulation in [COUNTY] County, Texas and shall retain the publisher’s affidavit of publication for not less than four (4) years.
3.4 Termination of Assumed Name.
Registrant shall file an abandonment certificate within sixty (60) days after (i) cessation of business under the Assumed Name, or (ii) a change that renders the information contained in this Certificate materially inaccurate.
4. REPRESENTATIONS & WARRANTIES
4.1 Authority. Registrant represents that it is duly formed, validly existing, and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to execute and file this Certificate.
4.2 Accuracy of Information. Registrant warrants that all statements in this Certificate are true, correct, and complete as of the Execution Date (defined in Section 10.1) and will remain so until amended or terminated in accordance with applicable law.
4.3 Non-Infringement. Registrant represents that, to its knowledge, the Assumed Name does not infringe upon any existing trademark or assumed/ fictitious business name of another person or entity in Texas.
4.4 Survival. The representations and warranties in this Section 4 survive the Effective Date and remain in force until the earlier of (i) Expiration Date or (ii) the filing of an abandonment certificate.
5. COVENANTS & RESTRICTIONS
5.1 Compliance. Registrant shall comply with all federal, state, and local laws, including tax, licensing, and regulatory requirements applicable to the business conducted under the Assumed Name.
5.2 Maintenance of Good Standing. Registrant covenants to maintain its entity status in good standing in Texas (and its jurisdiction of formation, if different) throughout the term of this Certificate.
5.3 Notice of Change. Registrant shall promptly (and in any event within thirty (30) days) file an amended certificate to reflect any change in:
(a) Registered or principal office address;
(b) Jurisdiction of formation;
(c) Identity of Registrant; or
(d) Nature of the business conducted under the Assumed Name.
6. DEFAULT & REMEDIES
6.1 Events of Default. Any of the following constitutes a default:
(a) Failure to renew or timely amend the Certificate as required by Section 5.3;
(b) False or materially misleading statement in this Certificate;
(c) Use of the Assumed Name in violation of law or in a manner that misleads the public.
6.2 Remedies. Upon default, Registrant acknowledges that:
(a) Third parties may petition the County Clerk or Secretary of State to strike or void the Assumed Name record;
(b) Statutory fines and penalties may be imposed (Tex. Bus. & Com. Code § 71.201); and
(c) Registrant may be precluded from maintaining any action, suit, or proceeding in Texas courts concerning the business conducted under the Assumed Name until compliance is restored.
6.3 Cure. Registrant may cure any default by (i) filing all delinquent certificates, (ii) paying all applicable fees and penalties, and (iii) providing written evidence of cure to any adversely impacted party.
7. RISK ALLOCATION
7.1 Indemnification. [NOT APPLICABLE – See metadata. Delete or insert only if the Certificate is incorporated into a broader contractual context.]
7.2 Limitation of Liability. [NOT APPLICABLE – See metadata.]
7.3 Insurance. [// GUIDANCE: Insert if Registrant’s business activity warrants carrying specific coverage.]
7.4 Force Majeure. The filing obligations in Section 3 are statutory and are not excused by force majeure.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Certificate is governed by the laws of the State of Texas.
8.2 Forum Selection. Any proceeding arising out of or relating to this Certificate shall be filed in the court of competent jurisdiction located in [COUNTY] County, Texas.
8.3 Arbitration; Jury Waiver; Injunctive Relief. [NOT APPLICABLE – See metadata.]
9. GENERAL PROVISIONS
9.1 Amendments. This Certificate may be amended only by filing a new certificate with the County Clerk (and, if applicable, the Secretary of State) that expressly supersedes this Certificate.
9.2 Assignment. The Assumed Name is personal to Registrant and may not be assigned or transferred except as permitted under Tex. Bus. & Com. Code § 71.153.
9.3 Severability. If any provision of this Certificate is held invalid, the remaining provisions shall remain in full force and effect to the greatest extent permitted by law.
9.4 Entire Agreement. This Certificate (including all exhibits) constitutes the entire statement required by Texas law concerning the Assumed Name and supersedes all prior inconsistent filings with respect thereto.
9.5 Counterparts; Electronic Signatures. This Certificate may be executed in multiple counterparts, each of which shall be deemed an original. Signatures delivered by facsimile, email PDF, or any electronic signature service compliant with Tex. Bus. & Com. Code § 322.007 shall be treated as originals.
10. EXECUTION BLOCK
10.1 Execution Date. [MONTH] [DAY], [YEAR] (the “Execution Date”).
10.2 Signature.
[NAME OF AUTHORIZED SIGNATORY]
[Title (e.g., Manager, President)]
for and on behalf of
[LEGAL NAME OF REGISTRANT]
STATE OF TEXAS §
COUNTY OF ____ §
This instrument was acknowledged before me on the _ day of __, 20, by _____, [title], of [Registrant], on behalf of said entity.
Notary Public, State of Texas
My Commission Expires: ____
11. EXHIBIT A – STATUTORY PUBLICATION NOTICE (OPTIONAL)
[// GUIDANCE: Use only if local rule, lender, or counterparty requires newspaper notice.]
PUBLIC NOTICE
Notice is hereby given that [LEGAL NAME OF REGISTRANT], a [ENTITY TYPE], duly organized and existing under the laws of the State of [STATE OF FORMATION], with principal office located at [ADDRESS], is conducting business in [COUNTY] County, Texas under the assumed name “[ASSUMED NAME]”.
The Certificate filing number assigned by the County Clerk is [FILING NUMBER], filed on [EFFECTIVE DATE].
This notice is published pursuant to Tex. Bus. & Com. Code § 71.052 and any other applicable law.
Date of first publication: ___, 20____.
12. EXHIBIT B – FILING & RENEWAL CHECKLIST (ATTORNEY USE ONLY)
- Confirm name availability with:
• Texas SOS Direct search
• USPTO TESS search (trademark) - Prepare County-level Assumed Name Certificate (Form 503 if filing with SOS).
- Obtain original signatures; notarize.
- Remit filing fees:
• County Clerk: $___ per certificate (check county schedule)
• Secretary of State: $25 (if required) - Calendar 10-year renewal deadline (+ 6-month early filing window).
- Retain file-stamped copy and, where publication is made, publisher’s affidavit for 4 years.
- Update bank, vendor, and licensing records to reflect Assumed Name.
[// GUIDANCE: Delete Exhibit B before client-facing release if desired.]
END OF DOCUMENT