FICTITIOUS BUSINESS NAME (DBA) REGISTRATION & NOTICE
State of Vermont
(Prepared for filing with the Vermont Secretary of State pursuant to 11 Vt. Stat. Ann. tit. 11, § 1621 (2023))
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: Delete any section marked “Not Applicable” only after confirming no local lender, municipal, or contractual requirement necessitates its retention.]
1. DOCUMENT HEADER
1.1 Title. FICTITIOUS BUSINESS NAME (DBA) REGISTRATION & NOTICE (the “Notice”).
1.2 Registrant. [REGISTRANT LEGAL NAME], a [FORM OF ENTITY OR “Natural Person”], having a principal business address at [PRIMARY BUSINESS ADDRESS] (the “Registrant”).
1.3 Jurisdiction. State of Vermont (the “State”).
1.4 Effective Date. This Notice is effective as of [EFFECTIVE DATE] (the “Effective Date”) upon (i) execution by the Registrant and (ii) acceptance for record by the Vermont Secretary of State (the “VTSOS”).
1.5 Recitals.
A. Registrant conducts or intends to conduct business in the State under an assumed business name that differs from Registrant’s true legal name.
B. Pursuant to 11 Vt. Stat. Ann. tit. 11, § 1621 et seq., a person or entity “shall not transact business in this State under any assumed business name or style” until a statement is filed with the VTSOS.
C. Registrant desires to comply fully with all registration, renewal, and optional publication requirements applicable to fictitious business names (each, a “DBA”).
2. DEFINITIONS
“DBA” means the assumed or fictitious business name identified in Section 3.1.
“Filing” means the submission of this Notice, together with all required forms and fees, to the VTSOS.
“Renewal Period” means the five-year period commencing on the Acceptance Date (defined in Section 3.4).
“State Business Law” means Title 11 of the Vermont Statutes Annotated and all regulations promulgated thereunder, as amended from time to time.
[// GUIDANCE: Add or delete defined terms to fit the client’s circumstances and to maintain internal consistency.]
3. OPERATIVE PROVISIONS
3.1 DBA to be Registered. The Registrant shall register the following fictitious business name:
“[DBA NAME]” (the “DBA”).
3.2 Required Filing Information. Registrant shall provide, at minimum, the following to the VTSOS:
a) The DBA;
b) Registrant’s legal name;
c) Principal business address;
d) Mailing address (if different);
e) Nature of business (brief description);
f) Name and address of each person with an ownership or beneficial interest in the Registrant.
3.3 Filing Fee. Registrant shall tender the statutory filing fee of $50.00 or such other amount as the VTSOS may hereafter prescribe.
3.4 Acceptance Date. The “Acceptance Date” is the date on which the VTSOS issues written confirmation that the Filing is accepted and recorded.
3.5 Renewal Deadline. The Registrant shall file a renewal or re-registration of the DBA with the VTSOS no later than the last day of the month containing the fifth anniversary of the Acceptance Date (the “Renewal Deadline”).
3.6 Optional Publication. Vermont law does not mandate newspaper publication. However, Registrant may elect to publish this Notice once a week for two successive weeks in a newspaper of general circulation in each county where the DBA will be used.
[// GUIDANCE: Optional publication can facilitate notice to creditors and third parties. Omit if unnecessary.]
3.7 Changes. Registrant shall file an amendment within 30 days of any change to the information supplied in Section 3.2.
4. REPRESENTATIONS & WARRANTIES
4.1 Capacity. Registrant possesses full legal right, power, and authority to adopt and use the DBA.
4.2 Non-Infringement. Registrant has performed a reasonable inquiry (including trademark and corporate name searches) and is unaware of any conflicting trade name, trademark, or service mark rights held by others in the United States.
4.3 Compliance. Registrant is, and at all times shall remain, in good standing (if an entity) and in full compliance with State Business Law.
4.4 Accuracy. All statements made herein are true, correct, and complete in all material respects as of the Effective Date.
4.5 Survival. The representations and warranties in this Section 4 survive the Acceptance Date for so long as the DBA remains in use.
5. COVENANTS & RESTRICTIONS
5.1 Lawful Use. Registrant shall use the DBA solely for lawful business purposes.
5.2 Notice of Claims. Registrant shall provide written notice to the VTSOS and, where practical, to any claimant, within 15 days of receiving a written claim alleging infringement or confusion arising from use of the DBA.
5.3 Discontinuance. Registrant shall file a cancellation of the DBA within 30 days after (i) ceasing all business under the DBA, or (ii) dissolution or termination of Registrant.
5.4 Display. Registrant shall conspicuously display the Registrant’s true legal name on all business premises, websites, invoices, and contracts where the DBA appears, unless otherwise exempted by law.
6. DEFAULT & REMEDIES
6.1 Events of Default. Each of the following constitutes a default:
a) Failure to file a timely Renewal;
b) Failure to amend or cancel within the timeframes stated in Sections 3.7 or 5.3;
c) Any material breach of Section 4 representations.
6.2 Notice & Cure. Upon default, the VTSOS may issue a 30-day written cure notice. If Registrant fails to cure within such period, the VTSOS may administratively terminate the DBA record.
6.3 Administrative Remedies. In addition to termination, the VTSOS may assess statutory penalties then in effect under State Business Law.
6.4 Attorney Fees. If any action is brought to enforce this Notice, the prevailing party shall be entitled to reasonable attorney fees and costs.
7. RISK ALLOCATION (Not Applicable)
[// GUIDANCE: The metadata specifies no indemnification or liability caps are required. Retain this header if your client wishes to add insurance or indemnity obligations.]
8. DISPUTE RESOLUTION
8.1 Governing Law. This Notice and all issues arising hereunder are governed by and construed in accordance with the laws of the State of Vermont, without regard to its conflict-of-laws rules.
8.2 Forum Selection. Any action arising from or related to this Notice shall be filed exclusively with the Vermont Superior Court, Civil Division, in the county where the Registrant’s principal place of business is located, or, if none, in Washington County.
8.3 Arbitration; Jury Waiver; Injunctive Relief. Not applicable per metadata.
9. GENERAL PROVISIONS
9.1 Amendment. This Notice may be amended only by a writing signed by the Registrant and filed with the VTSOS.
9.2 Assignment. The DBA is non-assignable except in connection with the bona fide sale of the underlying business and only upon filing of an amendment identifying the transferee.
9.3 Severability. If any provision of this Notice is held invalid or unenforceable, the remaining provisions remain in full force and effect.
9.4 Integration. This Notice, together with all filings made pursuant hereto, constitutes the entire understanding of the Registrant with respect to the DBA.
9.5 Electronic Signatures. Signatures and filings delivered electronically and accepted by the VTSOS shall be deemed originals for all purposes.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned Registrant executes this Fictitious Business Name (DBA) Registration & Notice as of the Effective Date first written above.
[NAME OF AUTHORIZED SIGNATORY]
[Title, if applicable]
for and on behalf of
[REGISTRANT LEGAL NAME]
Date: ______
[// GUIDANCE:
1. Attach VTSOS form cover sheet if filing by paper.
2. Notarization is NOT required by Vermont statute but may be added if requested by the receiving newspaper or lender.
3. For entities, include a corporate resolution or incumbency certificate if the Secretary of State’s database does not already reflect signatory authority.]
END OF DOCUMENT