FICTITIOUS BUSINESS NAME (DBA)
REGISTRATION & PUBLICATION NOTICE
State of West Virginia
[// GUIDANCE: This template is designed for use by West Virginia attorneys and their business-owner clients when (i) registering a trade/fictitious name with the WV Secretary of State and (ii) preparing the companion newspaper notice required by certain county clerks under W. Va. legal-advertising statutes. Delete or modify any provisions that are not mandated by the specific county of filing.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Registration Statement
3.2 Publication Statement
3.3 Renewal, Amendment, and Withdrawal - Representations & Warranties
- Covenants & Ongoing Compliance
- Default & Remedies
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibit A – Form of Newspaper Publication Notice
- Exhibit B – Affidavit of Publication
1. DOCUMENT HEADER
1.1 Title : Notice of Registration and Publication of Fictitious Business Name
1.2 Registrant : [REGISTRANT LEGAL NAME], a [ENTITY TYPE] organized under the laws of [STATE]
1.3 Fictitious Name: [DBA / FICTITIOUS BUSINESS NAME] (“Fictitious Name”)
1.4 Principal Place: [STREET ADDRESS, CITY], County of [COUNTY], West Virginia
1.5 Effective Date : [EFFECTIVE DATE]
1.6 Governing Law : Laws of the State of West Virginia
1.7 Filing Office : West Virginia Secretary of State, Business Division
1.8 Forum Selection: Exclusive venue in the Circuit Court of [COUNTY] County, West Virginia
[// GUIDANCE: Items 1.2-1.8 populate the remainder of the document through defined-term cross-references. Verify exact county spelling before filing.]
2. DEFINITIONS
“Affidavit of Publication” means the sworn statement provided by the publisher of the Newspaper of Record confirming completion of the Publication Requirement, substantially in the form attached as Exhibit B.
“Fictitious Name Act” means all West Virginia statutes and regulations governing the use, registration, renewal, and publication of trade, assumed, or fictitious business names, as amended from time to time.
“Newspaper of Record” means a qualified legal-advertisement newspaper of general circulation in [COUNTY] County, West Virginia, currently designated as [PUBLICATION NEWSPAPER].
“Publication Period” means the period beginning on the first date the Publication Notice is published in the Newspaper of Record and ending when the last required insertion has been completed and the Affidavit of Publication issued.
“Publication Requirement” means the requirement, if applicable in the county of filing, that the Publication Notice be published once a week for two (2) consecutive weeks (or such other schedule as local rules specify).
“Registrant” means the Person identified in Section 1.2 that will conduct or transact business in West Virginia under the Fictitious Name.
“Renewal Deadline” means the last day of the calendar month in which the fifth (5th) anniversary of the Effective Date occurs, or such other deadline as may be prescribed under subsequently amended law.
3. OPERATIVE PROVISIONS
3.1 Registration Statement
(a) The Registrant hereby declares its intent to conduct or transact business in West Virginia under the Fictitious Name.
(b) The Fictitious Name is not identical or confusingly similar to any registered business, corporate, partnership, limited liability, or trade name on record with the West Virginia Secretary of State.
(c) The Registrant has completed the Secretary of State Trade Name Registration Form (Form TN-1 or successor form) and has paid all requisite state and county filing fees.
(d) The Registrant authorizes the Secretary of State and the County Clerk to index and make public this Registration Statement.
3.2 Publication Statement
(a) If required by the County Clerk, Registrant shall publish the Publication Notice (Exhibit A) in the Newspaper of Record for the Publication Period.
(b) Within ten (10) days after completion of publication, Registrant shall obtain the Affidavit of Publication and file the same with the County Clerk, attaching a certified copy to the Secretary of State filing if demanded.
(c) Failure to satisfy the Publication Requirement within sixty (60) days after the Effective Date constitutes an Event of Default under Section 6.1.
3.3 Renewal, Amendment, and Withdrawal
(a) Renewal. Prior to the Renewal Deadline and every five (5) years thereafter, Registrant shall file a renewal of trade name with the Secretary of State or such other office as then may be charged with administration of the Fictitious Name Act.
(b) Amendment. Registrant shall file an amendment within thirty (30) days after any change in (i) the business address, (ii) ownership structure, or (iii) the nature of business conducted under the Fictitious Name.
(c) Withdrawal. Upon cessation of business under the Fictitious Name, Registrant shall file a withdrawal or abandonment statement and, where required, publish a notice of withdrawal in accordance with local rules.
4. REPRESENTATIONS & WARRANTIES
4.1 Due Organization and Authority Registrant is duly organized, validly existing, and in good standing under the laws of its state of formation and is duly qualified to conduct business in West Virginia.
4.2 True and Accurate Information All information contained in this Notice and in all filings referenced herein is true, correct, and complete as of the Effective Date and does not omit any material fact necessary to make the statements herein not misleading.
4.3 No Violation of Rights The adoption and use of the Fictitious Name will not infringe upon the trademark, service mark, trade name, or other proprietary rights of any third party.
[// GUIDANCE: Modify or expand representations to address industry-specific regulatory compliance (e.g., banking, healthcare) where applicable.]
5. COVENANTS & ONGOING COMPLIANCE
5.1 Compliance with Law Registrant shall at all times comply with the Fictitious Name Act, the West Virginia Business Registration Tax procedures, and any county or municipal ordinances governing business licensing.
5.2 Maintenance of Accurate Records Registrant shall maintain current corporate records reflecting its continued authority to use the Fictitious Name and shall make such records available for inspection upon lawful request by the Secretary of State or other competent authority.
5.3 Notice of Change Registrant shall provide written notice to the Secretary of State and County Clerk within thirty (30) days of any change impacting the accuracy of this Notice.
6. DEFAULT & REMEDIES
6.1 Events of Default
(a) Failure to complete timely publication as required under Section 3.2.
(b) Failure to renew, amend, or withdraw as set forth in Section 3.3.
(c) Any false statement or material omission in this Notice or related filings.
6.2 Remedies
(a) Administrative penalties, fines, or suspension of the right to use the Fictitious Name as may be imposed by the Secretary of State or County Clerk.
(b) Civil liability for damages arising from misleading or fraudulent use of the Fictitious Name.
(c) Injunctive relief obtainable by any aggrieved third party in the Circuit Court of [COUNTY] County, West Virginia.
[// GUIDANCE: Because this is a statutory filing rather than a contract, remedies are primarily administrative. Include civil remedies only where supported by statute or common-law fraud theories.]
7. DISPUTE RESOLUTION
7.1 Governing Law This Notice and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to conflict-of-laws principles.
7.2 Forum Selection The parties submit to the exclusive jurisdiction of the Circuit Court of [COUNTY] County, West Virginia, for any dispute or proceeding relating to the Fictitious Name.
[// GUIDANCE: Arbitration, jury waiver, and injunctive-relief provisions are intentionally omitted as “not applicable” per the client metadata.]
8. GENERAL PROVISIONS
8.1 Amendment and Waiver No amendment of this Notice shall be effective unless filed with the Secretary of State and, where required, published in accordance with Section 3.2. Waiver of any provision requires written consent of the Secretary of State to the extent required by law.
8.2 Assignment The right to use the Fictitious Name is non-assignable except as permitted under the Fictitious Name Act and upon prior filing of an appropriate amendment reflecting the assignee’s identity.
8.3 Severability If any provision of this Notice is held invalid or unenforceable, the remainder shall remain in full force to the maximum extent permitted by law.
8.4 Entire Agreement This Notice, together with all exhibits and state filing forms incorporated herein by reference, constitutes the entire understanding of Registrant with respect to the subject matter hereof.
8.5 Electronic Signatures Pursuant to W. Va. Uniform Electronic Transactions Act, an electronic signature affixed hereto shall be deemed an original for all purposes.
9. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned Registrant has executed this Notice as of the Effective Date.
| REGISTRANT LEGAL NAME | |
|---|---|
| By: _________ | Date: ______ |
| Name: [AUTHORIZED SIGNATORY] | Title: [TITLE] |
[// GUIDANCE: Many county clerks require notarization. Complete the following acknowledgment if mandated.]
State of West Virginia )
County of [COUNTY] ) SS:
On this _ day of _, 20_, before me, the undersigned Notary Public, personally appeared _________, who acknowledged himself/herself to be the [TITLE] of [REGISTRANT LEGAL NAME], and that he/she, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained.
Notary Public
My Commission Expires: _______
10. EXHIBIT A – FORM OF NEWSPAPER PUBLICATION NOTICE
[// GUIDANCE: Insert on newspaper letterhead size restrictions (typically ≤ 2 column × 2 inch). Some counties treat this as a “Class II Legal Advertisement.”]
LEGAL NOTICE
Notice is hereby given that [REGISTRANT LEGAL NAME], whose principal office is located at [BUSINESS ADDRESS], is conducting business in the State of West Virginia under the fictitious name “[DBA / FICTITIOUS BUSINESS NAME].”
The business conducted under the Fictitious Name involves: [BRIEF DESCRIPTION OF BUSINESS ACTIVITY].
This notice is published pursuant to applicable West Virginia law.
Dated: [PUBLICATION DATE]
[REGISTRANT LEGAL NAME]
By: _______
[AUTHORIZED SIGNATORY], [TITLE]
11. EXHIBIT B – AFFIDAVIT OF PUBLICATION
[// GUIDANCE: Obtain from the Newspaper of Record upon completion of both insertions. Attach original to county filing.]
AFFIDAVIT OF PUBLICATION
STATE OF WEST VIRGINIA )
COUNTY OF [COUNTY] ) SS:
I, ____, duly sworn, depose and say that I am the duly authorized representative of [NEWSPAPER OF RECORD], a newspaper published in [CITY], West Virginia; that the attached legal advertisement was published in said newspaper once a week for two (2) consecutive weeks on the following dates:
Affiant further says that the total charge for publishing the same is $___ and that payment has been received.
Affiant
Subscribed and sworn to before me this _ day of _, 20____.
Notary Public
My Commission Expires: ___