1. How to File Articles of Incorporation in Alabama
2. Principal Office Location
3. Registered Agent and Registered Office
4. Business Purpose
5. Authorized Shares
6. Incorporators
7. Directors
8. Submission
9. Annual Report
10. Certified Copy of Articles of Formation

The Articles of Incorporation Alabama must be filed with the secretary of state in order to start a corporation. The Articles of Incorporation do not have to be a complex document.

How to File Articles of Incorporation in Alabama

The name of the business must be unique and distinguishable from all other names on file with the Alabama secretary of state (SOS). The SOS office allows applicants to proactively search their business name database in order to check for name availability. One of the first things you should do when forming a corporation in Alabama is to choose a business name. The name of your business will need to include the word "limited," "incorporated," "company," "corporation," or an applicable abbreviation, or words of similar meaning.

The SOS website allows applicants to obtain a Certificate of Name Reservation prior to filing the Articles of Incorporation. Many other states make a name reservation optional, but in Alabama, it's mandatory and costs about $28 online. Business names for corporations in Alabama may be superseded by the following designations, including:

  • Company
  • Co.
  • Corporation
  • Corp.
  • Incorporated
  • Inc.
  • Ltd.
  • Limited

A professional corporation needs to include the words "Professional Corporation" or an abbreviation "PC" or "P.C." The rules set forth by relevant licensing agencies must also be followed by professional corporations.

Business names for corporations in Alabama may not be superseded by the following designations unless they've been specially approved by the state, including:

  • Insurance
  • Banking
  • Bank
  • Engineering
  • Trust
  • Electric

Principal Office Location

The address of the main or principal office of the business needs to be provided. The address cannot be a P.O. Box, but instead must be a physical address. The principal office of the corporation may be located outside of the state.

Registered Agent and Registered Office

Each corporation registered in Alabama must have a registered agent appointed to it. The registered agent may be an individual or another corporation that willingly agrees to take legal papers on behalf of the corporation. A registered agent must be a resident of Alabama or another business entity that's authorized to work in Alabama. As an agent for service of process within the state, the agent must possess a physical address within Alabama.

The registered agent will sign for lawsuits, service of process, subpoenas, and other documents. Deliveries to a registered agent are usually made in person by a recognized official, are time-sensitive, and require a signature. The registered agent and their office must be identified in the Certificate of Formation.

Business Purpose

Alabama allows the purpose of doing business to be very general, such as any lawful purpose. §10A-4-2.01 in the code of Alabama addresses the limitations on the business purposes for which a business may be organized. Additionally, §10A-4-2.03b in the code of Alabama addresses the limitations on the business purposes that may be listed in the Certificate of Formation.

Authorized Shares

An organization is allowed to update the total amount of authorized shares by amending the Articles of Incorporation.

Incorporators

The execution of the Articles of Incorporation is completed by the incorporator(s). The function or role of the incorporator will usually end once the documents have been filed. All incorporators must submit their:

  • Name
  • Physical address
  • Mailing address

All incorporators must sign-off on the Articles of Incorporation. In this case, a signature will consist of a signed name, printed name, capacity or title, and the date.

Directors

At least one director will need to be identified in the articles. Currently, Alabama doesn't set a limit on the maximum number of directors, but the articles or bylaws should identify this amount. A director must be at least 19 years old and doesn't need to be an Alabama resident or a stockholder. All directors must submit the following information in the articles:

  • Name
  • Physical address
  • Mailing address

Submission

The Articles of Incorporation should be submitted to the office of the judge of probate in the county where the organization's original registered office is located. The office will file and review the articles. They will also provide notification of the filing and submit a stamped copy to the SOS.

Annual Report

All for-profit corporations must file an annual report each year that is due on March 15.

Certified Copy of Articles of Formation

Alabama offers applicants with expedited processing for an additional fee. Companies that have registered with Alabama may request a certified copy of their formation documents from the SOS. The processing time is usually between five to eight business days.

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