NAME/DBA FICTITIOUS BUSINESS NAME NOTICE

(Utah – Assumed Business Name Registration & Publication)

[// GUIDANCE: This template is designed for Utah practitioners preparing (i) the filing instrument for an “Assumed Name” under Utah Code Ann. Title 42, Ch. 2 and (ii) the companion newspaper/publication notice (where publication is performed voluntarily or at a lender’s/third-party request). Delete any bracketed text and replace every [PLACEHOLDER] with deal-specific information before use.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions (Notice & Filing Terms)
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation (Intentionally Omitted)
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Exhibit A — Form of Newspaper Publication Notice
Exhibit B — Affidavit of Publication (Return)

I. DOCUMENT HEADER

1.1 Title. NAME/DBA FICTITIOUS BUSINESS NAME NOTICE (Utah).

1.2 Parties.
(a) Registrant: [LEGAL NAME OF REGISTRANT], a [STATE] [ENTITY-TYPE] (the “Registrant”).
(b) State Filing Office: Utah Division of Corporations and Commercial Code (the “Division”).

1.3 Effective Date. This Notice is effective as of [DATE] (the “Effective Date”).

1.4 Governing Law. This Notice and all disputes arising hereunder shall be governed by the laws of the State of Utah, without regard to conflict-of-law principles.

1.5 Recitals.
WHEREAS, Registrant desires to transact business in Utah under the assumed name set forth herein in compliance with Utah Code Ann. §§ 42-2-5 & 42-2-6; and
WHEREAS, Registrant is required to file a Certificate of Assumed Name with the Division and may elect/ be required to publish notice of said filing;
NOW, THEREFORE, Registrant hereby provides the following Notice.

II. DEFINITIONS

“Assumed Name” means the fictitious, trade, or “doing business as” name identified in Section 3.1.
“Certificate” means the Certificate of Assumed Name filed with the Division.
“Division” has the meaning set forth in Section 1.2.
“Publication Period” means the consecutive-week period of newspaper publication prescribed by Section 3.3.
“Registrant” has the meaning set forth in Section 1.2.

III. OPERATIVE PROVISIONS (NOTICE & FILING TERMS)

3.1 Assumed Name. Registrant will conduct business in Utah under the following assumed business name: [ASSUMED NAME].

3.2 Principal Business Address. [STREET, CITY, STATE ZIP].

3.3 Publication Requirements.
(a) Newspaper Selection. Registrant shall cause the Notice attached hereto as Exhibit A to be published in a newspaper of general circulation in [COUNTY] County, Utah.
(b) Frequency. Publication shall occur once per week for [X] consecutive weeks, commencing not later than [NUMBER] calendar days after the Effective Date (the “Publication Period”).
(c) Affidavit of Publication. Upon completion of the Publication Period, Registrant shall obtain from the publisher an Affidavit of Publication in the form of Exhibit B and shall retain the same in Registrant’s records for not less than five (5) years.

3.4 Renewal Deadline. Pursuant to Utah Code Ann. § 42-2-6, the Certificate expires three (3) years after its filing date. Registrant shall file a renewal with the Division during the six-month window immediately preceding the expiration date to maintain the Assumed Name in good standing.

3.5 Amendment / Abandonment. Registrant shall file an amendment or notice of abandonment with the Division within thirty (30) days after any material change to, or cessation of use of, the Assumed Name.

IV. REPRESENTATIONS & WARRANTIES

4.1 Full Authority. Registrant represents that it is duly organized, validly existing, and in good standing in its jurisdiction of formation and in Utah.

4.2 Name Availability. Registrant warrants that, to the best of its knowledge after diligent inquiry, the Assumed Name is distinguishable and does not infringe on any existing trademark, service mark, or business name registered with the United States Patent and Trademark Office, the Division, or any other relevant registry.

4.3 Accuracy. All information contained in this Notice and the Certificate is true, correct, and complete as of the Effective Date.

4.4 Survival. The representations and warranties set forth in this Article IV shall survive for the duration of Registrant’s use of the Assumed Name.

V. COVENANTS & RESTRICTIONS

5.1 Compliance. Registrant shall at all times comply with Utah Code Ann. Title 42 and all other applicable federal, state, and local laws governing fictitious business names, trademarks, unfair competition, consumer protection, and related matters.

5.2 Timely Renewals. Registrant covenants to file renewal(s) of the Certificate on or before each renewal deadline established by Utah law.

5.3 Notice of Claims. Registrant shall promptly notify the Division and any known interested parties of any pending litigation or administrative action challenging Registrant’s right to use the Assumed Name.

VI. DEFAULT & REMEDIES

6.1 Events of Default. The occurrence of any of the following shall constitute an Event of Default:
(a) Failure to publish the Notice within the Publication Period;
(b) Failure to renew the Certificate as required by Section 3.4;
(c) Any material misrepresentation contained herein or in the Certificate.

6.2 Cure Period. Registrant shall have thirty (30) days after written notice of default to cure any Event of Default, except that no cure period shall apply to wilful misrepresentation.

6.3 Remedies. Upon an uncured Event of Default, (i) the Division may administratively revoke or void the Certificate; and (ii) any interested party may seek injunctive relief and/or damages in a court of competent jurisdiction.

6.4 Attorneys’ Fees. In any action arising out of this Notice, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

[// GUIDANCE: No indemnification or liability-cap provisions are required per metadata. This Article is intentionally omitted but reserved for future use.]

VIII. DISPUTE RESOLUTION

8.1 Forum Selection. Any judicial proceeding arising under or relating to this Notice shall be brought exclusively in the district or justice court having jurisdiction over the office of the Clerk of the [COUNTY] County Court (the “Selected Forum”).

8.2 Arbitration; Jury Waiver. Arbitration and jury trial waivers are not applicable per the governing metadata and are therefore omitted.

IX. GENERAL PROVISIONS

9.1 Amendments. This Notice may be amended only by a written instrument executed by Registrant and, where legally required, accepted by the Division.

9.2 Assignment. Registrant may not assign or transfer its rights in the Assumed Name except in compliance with Utah Code Ann. § 42-2-7 and related regulations.

9.3 Severability. If any provision of this Notice is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted to best effectuate the original intent.

9.4 Entire Agreement. This Notice, together with the Certificate and Exhibits hereto, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof.

9.5 Counterparts; Electronic Signatures. This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be deemed to have the same legal effect as original signatures to the fullest extent permitted by law.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned has executed this Name/DBA Fictitious Business Name Notice as of the Effective Date.

[Notary acknowledgment if required for filing—check Division instructions.]

EXHIBIT A

FORM OF NEWSPAPER PUBLICATION NOTICE
[// GUIDANCE: Utah law does not currently mandate publication; however, lenders or counterparties may require evidence of publication. Adjust language accordingly.]

NOTICE OF BUSINESS CONDUCTED UNDER ASSUMED NAME
Pursuant to Utah Code Ann. § 42-2-5, notice is hereby given that [LEGAL NAME OF REGISTRANT],
a [STATE] [ENTITY-TYPE], has filed a Certificate to transact business in Utah under the assumed name
of “[ASSUMED NAME]”. The principal place of business is located at [ADDRESS].
The Certificate was filed with the Utah Division of Corporations and Commercial Code on [FILING DATE].
DATED this ___ day of ____, 20__.

[LEGAL NAME OF REGISTRANT]
By: ________
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]

EXHIBIT B

AFFIDAVIT OF PUBLICATION

State of Utah )
: ss.
County of ___ )

I, ___, being duly sworn, depose and say that I am the duly authorized representative of ___ [NEWSPAPER], a newspaper of general circulation published in _ County, Utah; that the Notice annexed hereto was published in said newspaper once each week for _______ consecutive weeks, commencing on ___________, 20, and ending on _____, 20__; and that the annexed text is a true copy of said Notice.

[NAME], [CAPACITY]
[NEWSPAPER]

Subscribed and sworn before me on __, 20.

Notary Public
My commission expires: _____

[// GUIDANCE: Prior to filing, confirm (i) name availability, (ii) entity good standing, (iii) publication or other special lender requirements, and (iv) payment of all Division filing fees. Maintain proof of filing and publication in the corporate minute book.]