Alabama Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Alabama's Articles of Dissolution is the Secretary of State filing that dissolves a domestic for-profit business corporation, a stock corporation under the Alabama Business Corporation Law. Code of Alabama Section 10A-2A-14.03 names the same instrument a certificate of dissolution. An Alabama LLC files its own Articles of Dissolution under Section 10A-5A-7.02(b) instead.

2. 2

   No tax clearance, no Department of Revenue consent and no certificate of compliance has to reach the Secretary of State with this filing. Reading the whole dissolution article and the whole of Chapter 1 turns up the Department of Revenue exactly once, at Section 10A-1-7.11(c), and that subsection governs foreign entities withdrawing.

3. 3

   The Certificate of Compliance that filing services keep mentioning belongs to foreign withdrawal. Alabama's revenue department lists it only under its Withdrawals heading, and adds that the certificate cannot be more than 6 months old to be accepted by the Secretary of State. A domestic corporation never requests one.

4. 4

   The fee is $100.00. Section 10A-1-4.31(a)(1)d sets one hundred dollars for certificates, articles, or statements of dissolution or cancellation, and the Secretary of State fee schedule bills the Domestic For-Profit Articles of Dissolution line at the same figure. That schedule carries no expedite option and no surcharge for this filing.

5. 5

   Authorization runs board first, stockholders second. The directors adopt a resolution authorizing dissolution and submit it with a recommendation, and approval is by the stockholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast, unless the certificate of incorporation or the board sets a higher bar. Written consent of all stockholders entitled to vote replaces director action entirely.

6. 6

   Everything on the form has to be typed. Two copies go in with a self-addressed stamped envelope to Secretary of State, Business Services, P.O. Box 5616, Montgomery, Alabama 36103, by mail or courier, and the state will not accept it by email. The Secretary of State online services portal carries a Domestic Dissolutions menu for anyone who would rather skip the paper.

7. 7

   Notice to creditors is Alabama's option, not its requirement, and both routes open only once the dissolution is already effective. A written notice to a known claimant has to allow at least 120 days to present the claim, and a single newspaper notice in the county of the principal office bars unnoticed and contingent claims only against claimants who fail to sue within two years.

Alabama Requirements for Articles of Dissolution

• No Revenue Certificate Attaches to a Domestic Dissolution

  Alabama asks for no tax clearance, no Department of Revenue consent and no certificate of compliance with this filing. Sections 10A-2A-14.01 through 14.08 never mention tax, clearance or the Department of Revenue, and the Secretary of State form has no attachment line for a third-agency document.

• The Certificate of Compliance Belongs to Foreign Withdrawal

  Section 10A-1-7.11(c) requires a certificate from the Alabama Department of Revenue that all applicable taxes and fees have been paid to be filed with a certificate of withdrawal, which is a foreign entity filing. The revenue department lists the Certificate of Compliance only under its Withdrawals heading and says it cannot be more than 6 months old to be accepted.

• One Form, Two Names: DB Corp Dissolution - 1/2022

  Section 10A-2A-14.03 calls the instrument a certificate of dissolution. The Secretary of State publishes it as DOMESTIC BUSINESS CORPORATION ARTICLES OF DISSOLUTION, footer code DB Corp Dissolution - 1/2022, and the fee schedule bills it as Domestic For-Profit Articles of Dissolution. One filing, no intent-to-dissolve step, and adjacent catalog forms cover nonprofits, LLCs and limited partnerships.

• Secretary of State, Not the Judge of Probate, Since 2021

  Section 10A-2A-14.03(a) delivers the certificate to the Secretary of State, and Section 10A-1-4.02(c) makes that office the default filing officer under Title 10A. Act 2020-73 moved entity filings off the county judge of probate effective January 1, 2021. Mail or courier two typed copies with a stamped self-addressed envelope to Business Services, P.O. Box 5616, Montgomery, Alabama 36103, or use the Domestic Dissolutions menu online.

• One Hundred Dollar Filing Fee, No Expedite Line

  Section 10A-1-4.31(a)(1)d sets one hundred dollars for certificates, articles, or statements of dissolution or cancellation, and the Secretary of State fee schedule bills the Domestic For-Profit Articles of Dissolution line at $100.00. Paying by card adds 3 percent of the total charge plus $2.00. A dishonored check costs $30 and the filing comes back out of the index.

• Board Resolution Then Stockholder Approval

  Section 10A-2A-14.02(a) has the board propose dissolution by first adopting a resolution authorizing it. Subsection (e) requires approval of the stockholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast, unless the certificate of incorporation or the board sets a greater vote, quorum or voting by groups. Subsection (f) lets written consent of all stockholders entitled to vote replace director action.

• Creditor Notice Is Elective, and It Comes After Filing

  Section 10A-2A-14.06(b) says the dissolved corporation may give a known claimant written notice setting a deadline not fewer than 120 days, with 90 days to sue after a rejection. Section 10A-2A-14.07 says it may publish notice once in a newspaper in the county of its principal office, barring unnoticed and contingent claims after two years. Skip both and an unbarred claim reaches each stockholder up to the assets distributed to them.

• No Notary, and a 120 Day Window to Undo It

  Section 10A-2A-1.20(b) says the filing instrument may, but need not, contain a corporate seal, attestation, acknowledgment, or verification, and the form carries no notary block or jurat. Signing is instead an affirmation under the perjury penalty of Section 13A-10-103. Section 10A-2A-14.04(a) allows revocation of the dissolution and reinstatement within 120 days of the effective date, after which only a new Certificate of Formation will do.