How to Form an LLC in Alabama
Alabama Secretary of State – Business Entities
PO Box 5616
100 North Union Street
Montgomery, AL 36103-5616
Statutory Authority: Alabama Limited Liability Company Law — Ala. Code § 10A-5 (2013)
Alabama LLC General Filing Instructions
1. Complete and file the “Name Reservation Request Form.” Your company name must be reserved prior to filing the “Certificate of Formation.”
2. Contact the Office of the Judge of Probate in the county where the company’s initial registered office will be to determine (i) acceptable payment methods, (ii) the availability of expedited processing, and (iii) county filing fees. See Judge of Probate list for contact information.
3. Complete the “Certificate of Formation.”
4. If applicable, complete the “Credit Card Payment Option Sheet.”
5. Prepare a Letter of Transmittal.
6. Submit your completed documents, two photocopies of each, and filing fees to the Office of the Judge of Probate in the county where the company’s initial registered office will be. See Probate Judge list for mailing address and contact information. Submissions can be made by mail. If paying by check or money order, make one payable to the Alabama Secretary of State and one payable to the Judge of Probate. You may pay by credit card only if the county you are filing in accepts credit card payments.
Alabama Certificate of Formation
The following information is legally necessary and sufficient to form a limited liability company in Alabama:
1. Company name
2. Copy of the “Name Reservation Certificate”
3. Street and mailing address of the principal office
4. Registered agent name and address
5. Business purpose
6. Name, address, and signature of each organizer
7. Name and address of each manager
Alabama LLC Fee Schedule
Name Reservation Request for Domestic Entities:
- $10.00 Standard
- $25.00 Expedited
- $28.00 Online
Certificate of Formation:
- State filing fee – $100.00
- Expedited – $100.00
- County filing fee – $$50.00 minimum
Certificate of Registration: $150.00
Certified Copy: $5.00
Initial Business Privilege Tax: $100.00 minimum
Annual Business Privilege Tax: $100.00 minimum
Certificate of Termination: $100.00
Your company name must end with a limited liability company designator. In Alabama the specific designators are: “Limited Liability Company” “L.L.C.” “LLC”
Conduct and entity name search on the Alabama Secretary of State’s website to confirm the availability of your company name.
If the name you want is available, you must reserve it online or by mail. The name reservation fee is $10.00 if requested by mail and $28.00 if requested online. Your name will be reserved for 120 days. You must obtain a Certificate of Name Reservation prior to filing your Certificate of Formation.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Alabama requires that every business entity have and maintain a registered agent in the state. The registered agent may be either an Alabama resident or active Alabama business entity that has an Alabama street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are an Alabama resident and have an Alabama street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form an Alabama limited liability company. Nevertheless, Alabama permits you to add other provisions to your Certificate of Formation as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File an “Alabama Business Privilege Tax Return and Annual Report.”
Registering as a Foreign Entity
1. Complete the “Foreign Limited Liability Company Application for Registration.”
2. Submit a signed original of this document, along with the $150.00 filing fee, to the Alabama Secretary of State.
Dissolving an Alabama LLC
1. Complete the “Domestic Limited Liability Company Articles of Dissolution.”
2. Mail one signed original and two copies of the completed Articles of Dissolution, along with the appropriate filing fee, to the Office of the Judge of Probate in the county where the corporation’s Certificate of Formation was filed. Contact the Judge of Probate’s Office to determine the county filing fees. Make a separate check or money order payable to the Secretary of State for the state-filing fee of $100.00. You may pay by credit card if the county you are filing in will accept that method of payment. The Judge of Probate’s Office will transmit the fees, along with a certified copy of the Articles of Dissolution to the Office of the Secretary of State within 10 days after the filing is recorded.