WASHINGTON STATE
FICTITIOUS BUSINESS NAME (“TRADE NAME”) NOTICE
[// GUIDANCE: This template is intended for use by attorneys preparing a Washington State fictitious business name (a/k/a “trade name”) filing package, together with any desired publication notice. Customize all bracketed items and confirm factual accuracy before filing.]
TABLE OF CONTENTS
I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
I. DOCUMENT HEADER
1.1 Title.
Fictitious Business Name (“Trade Name”) Notice (Washington State)
1.2 Parties Identification.
a. “Registrant”: [LEGAL NAME OF SOLE PROPRIETOR / ENTITY]
b. “Trade Name”: [DESIRED DBA / TRADE NAME]
c. “Principal Place of Business”: [STREET ADDRESS, CITY, STATE, ZIP]
d. “Washington UBI No.”: [#########]
e. “Effective Date”: [MM/DD/YYYY]
1.3 Recitals.
WHEREAS, pursuant to RCW ch. 19.80 (Trade Names), any person or entity conducting business in Washington State under a name other than its true legal name must register such trade name with the Washington State Department of Revenue Business Licensing Service (“BLS”); and
WHEREAS, Registrant desires to comply with all registration, publication (if elected or locally required), and renewal/update obligations applicable to its Trade Name;
NOW, THEREFORE, Registrant hereby executes and delivers this Notice in satisfaction of RCW ch. 19.80 and in accordance with the terms and conditions set forth herein.
II. DEFINITIONS
For purposes of this Notice, the following capitalized terms shall have the meanings indicated below. Defined terms may be used in the singular or plural, as the context requires.
2.1 “BLS” means the Washington State Department of Revenue’s Business Licensing Service.
2.2 “Certificate of Trade Name Registration” means the confirmation issued electronically or in hard copy by BLS upon acceptance of a Trade Name filing.
2.3 “Change in Trade Name Information” means any alteration to the Registrant’s legal name, entity type, principal place of business, or ownership composition that renders the information on file with BLS inaccurate.
2.4 “Publication Notice” means a notice of Trade Name registration published in a newspaper of general circulation pursuant to Section 3.2.
2.5 “Renewal Deadline” has the meaning set forth in Section 3.3.
2.6 “State Business Law” means the statutes, administrative rules, and common law of the State of Washington governing business entities and trade names.
III. OPERATIVE PROVISIONS
3.1 Registration Requirements.
a. Filing. Registrant shall file an initial Trade Name application with BLS, together with the applicable filing fee, no later than the business day preceding first use of the Trade Name in commerce within Washington.
b. Information Required. The application must include: (i) the full legal name of Registrant; (ii) the Trade Name; (iii) principal place of business; (iv) mailing address; (v) type of business entity; and (vi) an authorized signature.
c. Certificate Retention. Registrant shall retain the Certificate of Trade Name Registration in its corporate records for not less than six (6) years after cessation of use of the Trade Name.
3.2 Publication Requirements. [// GUIDANCE: Washington State does NOT impose a statewide statutory publication mandate; however, certain counties or contracting agencies, lenders, or counterparties may request publication for additional notice. Complete and delete inapplicable alternatives.]
a. If publication is required (or voluntarily elected), Registrant shall:
i. publish a “Publication Notice” once per week for two (2) consecutive weeks in a newspaper of general circulation in the county of the principal place of business; and
ii. file the Affidavit of Publication with BLS (or retain it with the Certificate if BLS filing is unnecessary).
b. Form of Publication Notice. See Schedule A for a compliant sample form.
3.3 Renewal / Update Deadlines.
a. Washington trade names remain effective until canceled; no periodic statutory renewal is required.
b. Registrant shall, however, update the Trade Name record concurrently with each required annual Business License renewal OR within thirty (30) days after any Change in Trade Name Information (the “Renewal Deadline”).
c. Failure to meet the Renewal Deadline may result in administrative penalties and loss of priority in the Trade Name.
3.4 Withdrawal / Cancellation.
Registrant shall file a “Trade Name Cancellation” with BLS within twenty (20) days after discontinuing use of the Trade Name, in compliance with RCW 19.80.060.
3.5 Recordkeeping.
Registrant shall maintain (a) the original Trade Name application, (b) all amendments, (c) Publication Notices and affidavits (if any), and (d) cancellation filings, for inspection by governmental authorities upon reasonable request.
IV. REPRESENTATIONS & WARRANTIES
4.1 Registrant represents and warrants that:
a. Authority. It possesses full power and authority to adopt and use the Trade Name.
b. Non-Infringement. To Registrant’s knowledge after commercially reasonable inquiry, use of the Trade Name does not infringe any trademark or trade name rights of third parties.
c. Accuracy. All information provided to BLS and in this Notice is true, correct, and complete in all material respects as of the Effective Date.
4.2 Survival. The representations and warranties set forth in this Section IV shall survive for so long as the Trade Name remains in use.
V. COVENANTS & RESTRICTIONS
5.1 Compliance Covenant. Registrant shall comply with RCW ch. 19.80 and all other applicable State Business Law in connection with the Trade Name.
5.2 Notice of Changes. Registrant shall provide written notice to BLS (and, if applicable, publish an amended Publication Notice) within thirty (30) days after any Change in Trade Name Information.
5.3 Use Restrictions. Registrant shall not employ the Trade Name for unlawful purposes or in a manner that is deceptive, misleading, or otherwise violative of public policy.
VI. DEFAULT & REMEDIES
6.1 Events of Default. The following constitute “Events of Default”:
a. Failure to file or timely update the Trade Name registration;
b. Material misrepresentation in any filing; or
c. Failure to cease use of the Trade Name after cancellation.
6.2 Remedies. Upon any Event of Default, the Washington Secretary of State, BLS, or any aggrieved party may pursue remedies available under State Business Law, including administrative penalties, injunction, and recovery of damages.
6.3 Cure Period. Registrant shall have ten (10) business days after written notice of default to cure, unless a shorter period is mandated by statute.
VII. RISK ALLOCATION
[// GUIDANCE: No indemnification or liability cap is mandated for a statutory filing. Insert additional provisions only if this Notice is incorporated into a broader contractual arrangement.]
VIII. DISPUTE RESOLUTION
8.1 Governing Law. This Notice shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflict-of-laws principles.
8.2 Forum Selection. Any action arising out of or related to this Notice shall be filed with the [COUNTY] Superior Court or with the Washington State Court of Appeals as appropriate.
8.3 Arbitration / Jury Trial. Not applicable.
IX. GENERAL PROVISIONS
9.1 Amendments. Any amendment to this Notice must be in writing and, where applicable, filed with BLS.
9.2 Assignment. Registrant may not assign rights in the Trade Name except in connection with an assignment of the underlying business and a contemporaneous amendment filed with BLS.
9.3 Severability. If any provision of this Notice is held invalid, the remainder shall remain in full force and effect.
9.4 Entire Agreement. This Notice, together with all schedules and filings made pursuant hereto, constitutes the entire understanding of Registrant concerning the subject matter herein.
9.5 Electronic Signatures. Electronic or digital signatures shall constitute original signatures for all purposes.
X. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned executes this Fictitious Business Name Notice as of the Effective Date.
Registrant:
[NAME OF AUTHORIZED SIGNATORY]
[TITLE], on behalf of [LEGAL NAME OF REGISTRANT]
Date: ___
[Notarization Block – include if required by local recording office or lender]
SCHEDULE A
Sample Form of Publication Notice
[// GUIDANCE: Use only if publication is required or desired.]
FICTITIOUS BUSINESS NAME (“TRADE NAME”) NOTICE
1. Registrant: [LEGAL NAME]
2. Trade Name: [DBA / TRADE NAME]
3. Principal Place of Business: [FULL ADDRESS]
4. UBI No.: [#########]
5. The above-named Registrant is conducting business in the State of Washington under the referenced Trade Name and has duly filed a Trade Name Registration pursuant to RCW 19.80 with the Washington State Department of Revenue, Business Licensing Service, on [MM/DD/YYYY].
6. This notice is published pursuant to [LOCAL RULE / VOLUNTARY PUBLICATION] and will run for two consecutive weeks.
DATED this ___ day of _, 20.
[AUTHORIZED SIGNATURE & TITLE]
END OF DOCUMENT