Alabama Articles of Incorporation
Alabama forms a corporation by filing the Domestic Business Corporation Certificate of Formation with the Secretary of State for $200, setting the name, agent, and shares. Attorney review available.
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Introduction
In Alabama the founding document that creates a corporation as a separate legal entity is titled a Certificate of Formation rather than articles of incorporation. A general business corporation is formed by filing the Domestic Business Corporation Certificate of Formation with the Alabama Secretary of State. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation debts. Alabama law requires the certificate to set forth the corporation name, an initial registered agent and registered office, and the number of shares the corporation is authorized to issue (Ala. Code 10A-2A-2.02). Before you file, you must obtain a Certificate of Name Reservation, and the corporate name must include a word such as Corporation, Incorporated, Inc., or Corp. The filing fee paid to the Secretary of State is $200. The registered agent named in the certificate must have a physical Alabama street address, not a post office box (Ala. Code 10A-1-5.31). After the corporation is formed, Alabama levies a business privilege tax administered by the Department of Revenue, but for tax years beginning after December 31, 2023 there is a full exemption when the calculated tax is $100 or less, and those taxpayers do not have to file a return. Alabama no longer folds a Secretary of State corporation annual report into the Business Privilege Tax return, so there is no separate periodic report to keep the corporation in good standing, though the corporation must keep a registered agent on file. DocDraft builds your Alabama articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
- 1
Alabama uses the name Certificate of Formation for the founding document that creates a corporation as a separate legal entity, the state equivalent of articles of incorporation. A general business corporation is formed by filing the Domestic Business Corporation Certificate of Formation.
- 2
You file the Certificate of Formation with the Alabama Secretary of State and pay a $200 filing fee. The Secretary of State is the filing office for forming an Alabama corporation.
- 3
Before filing, you must obtain a Certificate of Name Reservation. The corporate name must include a word such as Corporation, Incorporated, Inc., or Corp.
- 4
Alabama requires the certificate to set forth the corporation name, an initial registered agent and registered office, and the number of shares the corporation is authorized to issue (Ala. Code 10A-2A-2.02).
- 5
The registered agent named in the certificate must have a physical Alabama street address, not a post office box, and the corporation must continuously maintain a registered agent (Ala. Code 10A-1-5.31).
- 6
Alabama levies a business privilege tax through the Department of Revenue, but for tax years beginning after December 31, 2023 there is a full exemption when the calculated tax is $100 or less, and those taxpayers do not have to file a return. There is no fixed minimum entity tax.
- 7
Alabama corporations do not file a separate annual report with the Secretary of State. Beginning January 1, 2024, the corporation annual report is no longer filed with the Business Privilege Tax return, though the corporation must keep a registered agent on file.
Key decisions before you file
Before you file a Articles of Incorporation in Alabama, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Alabama Requirements for Articles of Incorporation
File the Certificate of Formation With the Secretary of State
An Alabama business corporation is formed by filing the Domestic Business Corporation Certificate of Formation with the Alabama Secretary of State. The filing fee is $200. The corporation legally exists once the Secretary of State files the certificate.
Obtain a Certificate of Name Reservation
Before filing, you must obtain a Certificate of Name Reservation from the Alabama Secretary of State. The corporate name must include a word such as Corporation, Incorporated, Inc., or Corp.
Registered Agent and Registered Office
The certificate must name an initial registered agent with a physical Alabama street address, not a post office box, and the corporation must continuously maintain a registered agent and registered office in Alabama (Ala. Code 10A-1-5.31).
Required Contents
The certificate must set forth the corporation name, the initial registered agent and office, and the number of authorized shares (Ala. Code 10A-2A-2.02). The incorporator signs the certificate.
Authorized Shares
The certificate must state the total number of shares the corporation is authorized to issue. If more than one class or series is authorized, the certificate must state the number and terms of each class or series (Ala. Code 10A-2A-2.02).
Business Privilege Tax
Alabama levies a business privilege tax through the Department of Revenue, but for tax years beginning after December 31, 2023 there is a full exemption when the calculated tax is $100 or less, and those taxpayers do not file a return. There is no fixed minimum entity tax.
No Separate Annual Report
Alabama corporations do not file a separate annual report with the Secretary of State. Beginning January 1, 2024, the corporation annual report is no longer filed with the Business Privilege Tax return. The corporation must still keep a registered agent on file.
Corporation Versus LLC
A Certificate of Formation for a corporation forms a corporation. To form an Alabama limited liability company you file a certificate of formation for an LLC instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.