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Business Assumed Name Resolution

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Business Assumed Name Resolution

RECITALS

WHEREAS, Company Name: is a business entity duly organized and existing under the laws of the jurisdiction of formation: with its principal office at .

WHEREAS, the Board of Directors or Managers (as applicable) has determined that the adoption of an assumed name will facilitate marketing and business operations, and the entity desires to transact business under an assumed name; and

WHEREAS, the Board (or equivalent governing body) has considered the legal and commercial implications of such assumed name and has determined that it is in the best interests of the entity to adopt and register the assumed name described below.

ASSUMED NAME DETAILS

        

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that the entity hereby adopts and shall use the assumed name set forth above for the purposes and scope described herein; provided that use of the assumed name shall be subject to applicable law and to such internal policies as may be adopted by the Board.

FURTHER RESOLVED, that the following individual is authorized on behalf of the entity to take all actions necessary to effectuate the registration and use of the assumed name, including preparing, executing and filing any documents, paying filing fees, and making necessary attestations:

FURTHER RESOLVED, that the authorized person is authorized to incur reasonable expenses and to disburse funds for payment of filing and publication fees not to exceed $ and to execute any ancillary affidavits, assumptions, or notices required by law. If fees or costs remain unpaid beyond the scheduled due date, the entity will incur a late fee of $ or interest at a rate of , whichever is greater.

TERM; TERMINATION; NOTICE

The adoption of the assumed name shall be effective as of and shall remain in effect until , unless earlier terminated by resolution of the Board or by operation of law.

Any party seeking termination of the assumed name registration or use shall provide written notice to the entity at least days prior to the proposed termination date.

CONFIDENTIALITY; RECORDS; INDEMNITY

All records, filings, and supporting documentation prepared in connection with the assumed name shall be maintained in the entity's corporate records. Such records shall be treated as confidential to the extent permitted by law. The entity shall not use the assumed name to evade liabilities or obligations. The entity shall indemnify, defend, and hold harmless the authorized person and the entity's officers, directors, and agents from and against any claims, losses, liabilities, costs and expenses arising out of or related to the adoption, filing, use, or renewal of the assumed name, except to the extent caused by the indemnified party's gross negligence or willful misconduct.

GOVERNING LAW; ENTIRE AGREEMENT

This Resolution and any action taken hereunder shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflicts of law.

This Resolution constitutes the entire agreement of the Board with respect to the subject matter hereof and supersedes all prior resolutions or oral agreements relating to the adoption and registration of the assumed name.

CERTIFICATION

I hereby certify that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors or Managers of the entity on the date set forth below, and that such resolution has not been modified or rescinded and remains in full force and effect.

Company Name:

By:

Date:

Authorized Officer:

By:

Date:

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What a Business Assumed Name Resolution Is

A Business Assumed Name Resolution is a formal corporate or organizational record that authorizes a company to conduct business under a name other than its legal entity name. Typically adopted by a board of directors, members, or managers, the resolution documents the chosen assumed name (often called a DBA or trade name), the effective date, and who is authorized to file registration papers, open bank accounts, or sign contracts using the assumed name. The resolution creates an internal governance trail that demonstrates corporate approval and helps satisfy state and banking requirements.

Why adopting a formal resolution matters

A documented resolution provides clear corporate authorization to use an assumed name, supports compliance with state filing and banking procedures, and reduces ambiguity in contracts and third-party relationships. It also creates an audit-ready record that can be relied on by financial institutions, licensors, and regulators.

Why adopting a formal resolution matters

Who typically prepares and relies on this resolution

The resolution supports external filings and operational tasks while preserving limited liability and internal governance clarity.

  • Corporate officers and board members who must document internal approval and delegation of authority.
  • LLC managers or members who need to show member authorization before filing a DBA or opening accounts.
  • Banking and finance teams requiring a certified corporate record to open accounts or accept payments under the assumed name.

Essential elements to include in a professional resolution

A concise resolution should state the assumed name, identify the approving body, specify authorized signatories, set an effective date, and provide filing instructions and any limitations on use.

Assumed Name

The exact trade name being adopted, including punctuation and capitalization as it will appear on filings and signage, to avoid registration rejections or bank mismatches.

Approving Body

Which corporate body approved the name (board of directors, members, managers) and reference to the meeting or written consent documenting that approval.

Effective Date

The date the assumed name becomes operative; aligns internal operations with public registrations and contract usage.

Authorized Signers

Named individuals empowered to sign the fictitious name registration, open bank accounts, or execute contracts on behalf of the entity.

Scope of Use

Any restrictions on geography, product lines, or duration for which the assumed name may be used, if applicable.

Filing Instructions

Where to file the DBA, who will file it, and whether additional notifications or publications are required by local law.

Required information commonly captured

Legal Entity: Exact corporate/LLC name
Assumed Name: Fictitious or trade name
Approving Date: Meeting or consent date
Authorized Person: Name and title
Effective Date: MM/DD/YYYY format
Filing Office: County or Secretary of State

Step-by-step: adopt and document an assumed name

Follow these sequential steps to adopt an assumed name and create a compliant resolution that supports filing and banking needs.

  • 01
    Prepare Resolution: Draft the resolution stating the assumed name and authority.
  • 02
    Approve Formally: Obtain board/member vote or written consent as required by governing documents.
  • 03
    Record Minutes: Attach or record the resolution in corporate minutes or member records.
  • 04
    File DBA: Submit required paperwork to county or Secretary of State per jurisdiction.

How to set up the online completion workflow

Configure an online workflow that collects approvals, signatures, and supporting attachments while preserving an audit trail.

Field Configuration
Resolution PDF Upload final draft as locked PDF to ensure content integrity
Signature Fields Add signer name, title, and date fields mapped to each approver
Authentication Use email+SMS or stronger ID verification for key signers
Attachments Allow upload of formation certificate or meeting minutes

Where to file and how the routing works

After internal approval, the resolution is used to file the assumed name, notify banks, and update contracts or service providers.

  • File with County: Sole proprietorship DBAs commonly file at the county clerk's office.
  • File with State: Corporations or LLCs often file assumed name with the Secretary of State, depending on jurisdiction.
  • Provide to Bank: Submit certified resolution when opening or renaming bank accounts.
  • Update Contracts: Notify counterparties and use the assumed name in new agreements as authorized.

Digital delivery and signing considerations

Retain completed, signed copies and an audit trail showing signer identity, timestamps, and IP addresses for compliance and banking verification.

  • Document Formats: PDF and DOCX are standard; signed PDF should be ISO-compatible
  • Integrations: Connectors to banking or ERP systems streamline updates
  • Authentication: Email+SMS or third-party ID verification for key signers

Timing considerations and common filing windows

There is no universal filing deadline for an assumed name, but timing affects publication, bank processing, and contract use. Local rules govern publication and effective dates.

Effective Date Selection:

Choose MM/DD/YYYY to align internal records and the public filing

Filing Window:

File as soon as practical after corporate approval to avoid business-name conflicts

Publication Requirement:

Some counties require public notice for a set period after filing

Bank Processing:

Banks may require certified copies; allow several business days

Renewal or Refiling:

Some jurisdictions require renewal every few years; verify local rules

Common preparation mistakes to avoid

  • Using an inconsistent assumed name across filings and bank accounts, which causes account verification delays.
  • Failing to obtain a formal board or member approval, leaving the resolution unsigned or without proper minutes.
  • Not checking name availability or trademark conflicts before filing, which can lead to rejection or litigation.
  • Submitting incomplete filing details or wrong filing office, resulting in processing delays or refiling.

Potential risks and consequences of errors

Bank Refusal: Account or check acceptance may be denied
Filing Rejection: Local office may reject incomplete or inaccurate filings
Trademark Risk: Possible infringement claims if name conflicts with registered marks
Contract Ambiguity: Counterparty disputes over authority to bind the entity
Operational Delay: Delays opening merchant accounts or receiving payments
Regulatory Noncompliance: State penalties where renewals or publications are required

Who may sign the resolution on behalf of the entity

Corporate Officer

A corporate officer such as the CEO, President, or Secretary may sign on behalf of the corporation when authorized by the board. The resolution should name the officer and state the scope of their authority to file and act under the assumed name.

LLC Member/Manager

An LLC’s manager or an authorized member may sign for LLCs. If governing documents require member approval, include written consent or minutes to show compliance with the operating agreement.

Notarization and witness steps where required

Authentication requirements vary by jurisdiction; the following steps reflect common notarization and witness practices for filings that require notarized corporate records.

01

Prepare Original

Ensure the resolution shows original signatures before notarization.

02

Signer Identification

Signer must present government ID to the notary.

03

Notary Acknowledgement

Notary adds acknowledgement or jurat per state form.

04

Witnesses

If a jurisdiction requires witnesses, have them sign in presence of the notary.

05

Retain Journal Entry

Notary should record the notarial act in the journal if required.

06

RON Option

Where allowed, Remote Online Notarization may be used with identity proofing and recording.

07

Certified Copies

Request certified copies if banks or third parties require them.

08

Recordkeeping

Store notarized originals per retention requirements.

How to amend, update, or rescind a resolution

Use a clear amendment process when changing an assumed name or rescinding authority to ensure continuity of authority and correct filings.

01

Draft Amendment:

Prepare a document describing the change or rescission and reference the original resolution.
02

Obtain Approval:

Secure appropriate board or member approval consistent with governing documents.
03

Record Minutes:

Attach the amendment to corporate minutes or member records.
04

File Changes:

Submit amended DBA or cancellation filings with filing office as applicable.
05

Notify Partners:

Inform banks, clients, and vendors about the change in name authority.
06

Retain Records:

Keep both original and amended resolutions with dates and signatures.

eSignature vendor comparison for executing and storing signed resolutions

Compare basic vendor capabilities and starting prices for executing, storing, and delivering signed Business Assumed Name Resolutions. signNow is listed first for comparison consistency.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Key milestones from adoption to public registration

Track these numbered milestones to move from internal approval to public use of the assumed name without gaps in authority or documentation.

01

Adoption

Board or members formally approve the assumed name resolution.

02

Execution

Authorized officers sign and date the resolution and obtain notarization if required.

03

Filing

Submit DBA filing to the county clerk or Secretary of State as applicable.

04

Bank Setup

Provide certified resolution to banks to open or rename accounts under the assumed name.

FAQs and practical answers for common questions

Answers to frequently asked questions about preparing, executing, and using a Business Assumed Name Resolution.


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