How to Incorporate in Alabama

Alabama Secretary of State – Business Entities
PO Box 5616
100 North Union Street
Montgomery, AL 36103-5616

334.242.5324 telephone
334.240.3138 facsimile

Statutory Authority: Alabama Business Corporation Law — Ala. Code § 10A-2 (2013)

Alabama Incorporation 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 for-profit corporation in Alabama:

1. Company name
2. Copy of “Name Reservation Certificate”
3. Name and address of form preparer
4. Principal office street and mailing address
5. Registered agent name and street address
6. Business purpose
7. Number and par value of authorized shares
8. Name and street address of each incorporator
9. Name and street address of each director
11. Date
11. Signature, typed name, and title of each incorporator

Alabama Incorporation 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

Company Name

Your company name must end with a corporate designator. In Alabama the specific corporate designators are: “Corporation” “Incorporated” “Corp.” “Inc.”

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.

Registered agent

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.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form an Alabama corporation. Nevertheless, Alabama permits you to add other provisions to your Certificate of Formation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an “Alabama Business Privilege Tax Return and Annual Report.”

Registering as a Foreign Entity

1. Complete the “Foreign Corporation Application for Registration.”
2. Attach a copy of the “Name Registration Letter.”
3. Attach a copy of the corporation’s articles or certificate of incorporation, or other certificate of formation and all amendments duly certified by the official having custody of corporate records in the state under whose law the entity is incorporated.
4. Submit two signed originals of the “Application for Registration, along with the attachments and the $150.00 filing fee, to the Alabama Secretary of State.

Dissolving an Alabama Corporation

1. Complete the “Domestic Business Corporation 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.

How to Incorporate in Alabama
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