COMMONWEALTH OF VIRGINIA

CERTIFICATE & NOTICE OF ASSUMED OR FICTITIOUS BUSINESS NAME

[SHORT FORM]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties (Limited)
5. Covenants & Restrictions (Limited)
6. Default & Remedies (Reserved)
7. Risk Allocation (Reserved)
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Filing & Publication Guidance
12. Renewal & Amendment Guidance

1. DOCUMENT HEADER

1.1 Title. Certificate & Notice of Assumed or Fictitious Business Name (“Notice”).

1.2 Parties.
(a) [FULL LEGAL NAME OF REGISTRANT] (the “Registrant”) — a ☐ individual / ☐ domestic corporation / ☐ foreign corporation / ☐ LLC / ☐ partnership / ☐ other: [DESCRIBE] organized under the laws of [STATE/COUNTRY].
(b) Clerk of the [☐ State Corporation Commission (“SCC”) | ☐ Circuit Court of [COUNTY/CITY], Virginia] (the “Clerk”).

1.3 Effective Date. This Notice becomes effective on the later of: (i) the date listed in Section 10.2, or (ii) the date of filing by the Clerk (the “Effective Date”).

1.4 Governing Law. This Notice is governed by, and construed in accordance with, the laws of the Commonwealth of Virginia without regard to conflict-of-law principles.

2. DEFINITIONS

“Business” means the commercial or charitable activity conducted by Registrant under the Fictitious Name.
“Fictitious Name” means the assumed or fictitious business name set out in Section 3.1.
“Principal Office” means the physical street address (not P.O. Box) where Registrant maintains its chief executive office within or outside Virginia.
“SCC” means the Virginia State Corporation Commission.

3. OPERATIVE PROVISIONS

3.1 Fictitious Name. Registrant shall conduct, transact, or advertise Business in Virginia under the following assumed name:
FICTITIOUS BUSINESS NAME: [_____]

3.2 Principal Office of Registrant. [STREET], [CITY], [STATE], [ZIP].

3.3 Filing Obligation.
(a) Entities of record with the SCC shall file this Notice with the SCC.
(b) Individuals or un-registered entities shall file in the office of the Circuit Court Clerk for each Virginia county or city in which Business will be conducted.
(c) Registrant shall tender all statutory filing fees contemporaneously with submission. [// GUIDANCE: Current filing fee is typically USD 10 per county; confirm locally.]

3.4 Publication Requirement. No newspaper publication is presently required under Virginia law; however, Registrant shall comply with any future statutory publication mandate enacted prior to the Effective Date.

3.5 Certification. Registrant certifies that the information in this Notice is true and correct as of the Execution Date.

4. REPRESENTATIONS & WARRANTIES (Limited)

4.1 Authority. Registrant possesses full power and authority to adopt the Fictitious Name and to execute and file this Notice.
4.2 No Conflict. The Fictitious Name does not infringe or violate the rights of any third party to the best knowledge of Registrant.
4.3 Compliance. Registrant is in good standing (if an entity) and has satisfied all registration prerequisites required by title 13.1 and title 59.1 of the Code of Virginia.

5. COVENANTS & RESTRICTIONS (Limited)

5.1 Use of Name. Registrant shall not use the Fictitious Name for unlawful purposes and shall cease use immediately upon:
(a) discontinuation of Business under the Fictitious Name; or
(b) issuance of a final court order prohibiting such use.

5.2 Amendment Obligation. Registrant shall file an amended certificate within thirty (30) calendar days of any change to information contained herein.

6. DEFAULT & REMEDIES (Reserved)

[// GUIDANCE: Virginia statutes prescribe misdemeanor penalties and civil liabilities for willful non-compliance; no contractual remedies are required in this Notice.]

7. RISK ALLOCATION (Reserved)

[Indemnification and liability caps are inapplicable to a statutory filing; this Section intentionally omitted.]

8. DISPUTE RESOLUTION

Any dispute arising out of or related to the acceptance or recording of this Notice shall be brought exclusively in the circuit courts of the Commonwealth of Virginia having proper venue. Arbitration, jury trial waiver, and injunctive relief provisions are not applicable.

9. GENERAL PROVISIONS

9.1 Severability. If any provision of this Notice is held invalid, the remainder shall remain in full force.
9.2 Entire Notice. This instrument constitutes the entire fictitious-name filing of Registrant for the Fictitious Name and supersedes all prior filings.
9.3 Amendments. Amendments must be executed and filed in the same manner as this original Notice.
9.4 Electronic Signatures. This Notice may be executed using manual or authorized electronic signature in accordance with Va. Code § 59.1-479 et seq.

10. EXECUTION BLOCK

10.1 Signatory Capacity. The undersigned affirms that he/she/they is duly authorized to sign this Notice on behalf of Registrant.

10.2 Signature.

☐ Check here if notarization is required by local Clerk procedures. [// GUIDANCE: Many circuit courts require acknowledgment; attach standard Virginia acknowledgment block if applicable.]

11. FILING & PUBLICATION GUIDANCE (Non-Binding)

• File with SCC via CIS portal or deliver to appropriate Circuit Court Clerk.
• Include (i) one original, (ii) one copy, and (iii) self-addressed stamped envelope (if filing by mail).
• Obtain time-stamped copy for Registrant records.
• Maintain a copy at Principal Office for public inspection for at least three (3) years after cessation of Business under the Fictitious Name.

12. RENEWAL & AMENDMENT GUIDANCE

• Virginia law imposes no periodic renewal; filing remains effective until amended or abandoned.
• File a Certificate of Release of Assumed or Fictitious Name upon discontinuance of Business under the Fictitious Name.
• If Registrant converts, merges, or domesticates, a new filing is generally required listing the successor entity.

[// GUIDANCE: Review local clerk websites for current fees and any county-specific cover sheets. Do not attach payment information to public copy.]