How To Register Your Nonprofit In Alabama

How to File Alabama Articles of Incorporation

Your Guide to Incorporating in Alabama

Alabama articles of incorporation are filed to create a corporation. This guide provides instructions and tips when preparing and filing this legal document.

Incorporate At present

Overview

Preparing and filing your articles of incorporation is the first footstep in starting your business or nonprofit corporation. Approving of this certificate secures your corporate name and creates the legal entity of the corporation. Only later on this approving can the corporation apply for tax IDs, obtain business licenses, sign contracts, and otherwise deport business.

Incorporating provides many important benefits:

Limits the liability of directors, officers, and shareholders
Fulfills statutory requirements to register your business'due south or system's name
Provides governance and adds brownie to the concern or system

Incorporating in Alabama is a three-step process:

Obtain a name reservation from the Alabama Secretary of State. Many states brand name reservations optional, simply in Alabama information technology is mandatory. It costs ~$28 online and will be available in less than 24 hours.
Submit your articles of incorporation to the Office of the Guess of Probate in the county where the corporation's initial registered office is located. You lot must submit a packet containing the original articles of incorporation (also called Certificate of Formation), ii copies, and the Certificate of Name Reservation. At this fourth dimension pay all county fees (minimum $50) and country processing fees ($100 + optional $100 expedited service). Only some counties have credit card payment and the land expedite service option. The Probate Judge'south Office reviews and files the document, provides notification of filing via a stamped copy, and, within ten days, transmits a certified copy and state fees to the Secretary of State.
The Secretary of Country indexes the filing and makes publicly available the record via their website. They will not notify you when this is complete.

The Alabama Secretarial assistant of Country offers forms and instructions to help with incorporating. Utilize the correct document of formation forms and instructions for a business or nonprofit corporation.

Earlier Filing Your Articles of Incorporation

As y'all prepare to file your manufactures of incorporation, a couple words of caution:

Showtime, actually take time to understand the specific information required on those documents. Documents prepared by not-professionals are rejected for a number of common reasons such as non including a corporate suffix and not providing a valid registered agent address. This guide will help. When in doubt, consult the Lawmaking of Alabama. Alabama restatements cost $100 and ammendments cost $50.

Land articles of incorporation templates represent the minimum amount of information you must provide for land approval, but there might be additional provisions you should provide. The IRS requires additional provisions for 501(c)(three) eligibility. State tax exemptions, licenses, B-corporation and other certifications, and even some banking purposes require additional provisions in the manufactures. This guide provides general educational activity on optional provisions.

Quick Facts

Who should comprise in Alabama?
- Profit corporations
- Nonprofit corporations
- (Profit) Professional corporations
- Nonprofit professional person corporations
- Employee cooperative corporations

Is an attorney required?
No, using an attorney is not required. You can file yourself or we tin help.

What does it cost to contain?
Secretary of State fee: $100
County Probate Judge fee: minimum $50
*Name reservation is mandatory before submitting your manufactures, which costs ~$28.
(Total: minimum $178)

How long does the process take?
Varies based on county. Some county offices accept the Secretary of Country expedite pick, which is $100 for 3 twenty-four hours state processing.

Who processes articles of incorporation?
Articles are submitted to the Office of the Estimate of Probate in the county where the corporation's initial registered office is located. This office then forwards them to the Alabama Secretarial assistant of State, Business Services Section, Business organisation Entities Sectionalization

What is the governing statute?
Code of Alabama 1975

Concern Corporations

Profit corporations, for-profit professional corporations, and employee cooperative corporations

How to File Articles of Incorporation for an Alabama Concern Corporation

Alabama profit articles of incorporation include the following information. Differences for professional and employee cooperative corporations are chosen out. Note that some information is optional.

one
Proper name of the Corporation

The name of your corporation must be distinguishable from all other registered names in Alabama. This includes other corporate names, professional corporate names, nonprofit corporate names, limited partnership names, registered limited liability partnership names, and other reserved and registered names. You are required to obtain a name reservation prior to filing your manufactures.

Your corporate name must contain the word "corporation" or "incorporated" or an abridgement of the two. Professional corporations must include the words "Professional Corporation" or the abbreviation "P.C." or "P C". The names of professional corporations must likewise bide by whatsoever rules prepare forth past the licensing agency.

An employee cooperative corporation may include the give-and-take "cooperative" or "co-op" in its corporate proper noun, provided, notwithstanding, that the name does not include the words "electrical" or "power". (Code of Alabama § 10A-11-1.05)

two
Type of Entity Being Formed

Just land that yous are forming a corporation. If you lot are using a country template, this is inherent in the form. Employee cooperative corporation should include "The corporation elects to exist governed every bit an employee cooperative under the Code of Alabama § 10A-11." (Lawmaking of Alabama §10A-xi-1.03).

3
Principal Office

Provide the address of the principal (main) office of the corporation. It may not be a postal service office box. Y'all may declare a separate mailing address.

4
Registered Amanuensis & Registered Office

The corporation's registered agent is the private or company on which may be served whatsoever process, observe, or need required or permitted by law to be served on the corporation. In other words, this is who signs for service of process, lawsuits, subpoenas, and other legal documents. Deliveries to the registered amanuensis are often fabricated in-person from a designated official, require signature, and are time-sensitive.

Your Alabama document of formation must name the corporation's registered agent and registered office. The registered agent may be any individual or visitor who provides prior consent to serve in this capacity. An private must exist a resident of Alabama. Hiring an Alabama registered agent service is useful if you have a home office, are regularly out of the office, wish to keep your address off the public tape, or practice not want to risk receiving a sheriff or process server in front of clients or employees.

The registered office address must be a street address located in Alabama. Information technology may not be solely a mailbox service or telephone answering service.

5
Purpose

Alabama permits a general declaration of purpose for which the corporation is formed such as "whatsoever lawful purpose". Professional person corporations must include equally a stated purpose "the functioning of professional services". You lot may detail a more than specific purpose or purposes.

Further annotation for professional corporations the following limitations on the purposes for which the corporation may be organized:

Domestic professional person corporations may exist organized nether this chapter only for the purpose of rendering professional services and services ancillary thereto within a unmarried profession, except that the same professional corporation or nonprofit professional corporation may render medical, dental, and other health related services; provided that in the case of a professional corporation, at least one shareholder of the professional corporation is duly licensed to provide each professional service for which the professional corporation is organized, or, in the case of a nonprofit professional person corporation, all of the professional services rendered past the corporation are rendered by persons duly licensed to return the professional service. (Lawmaking of Alabama §10A-4-2.01)

Similarly, professional person corporations are limited to the profession listed in the certificate of formation:

A domestic professional corporation shall not engage in any profession other than the profession permitted by its certificate of formation, except that a domestic professional corporation may invest its funds in real estate, mortgages, stocks, bonds, or whatever other type investment. (Lawmaking of Alabama §10A-iv-ii.03b)

6
Authorized Shares

Shares stand for ownership involvement in the corporation. State the total number of shares the corporation is authorized to outcome. Stating the initial par value per share is optional.

You do non take to issue all shares authorized, that way you have the flexibility to add more shareholders at a later date. In the case of a corporation with three owners, you may authorize 1,000 shares and issue 250 shares to each owner (750 shares issued). This leaves 250 shares to issue to future investors or partners. The corporation may later change the amount of shares authorized by filing an amendment to the manufactures of incorporation.

vii
Duration

By default the corporation exists perpetually. This ways the corporation continues to exist until it is actively dissolved. If desired, declare a period of duration.

viii
Incorporator(south)

The incorporator is the private responsible for executing the articles of incorporation. The function of the incorporator normally ends subsequently the documents are filed. More than one incorporator may exist used. Each incorporator must print their proper name, street address (not a post office box), and mailing accost (if unlike). Think that any information you provide will become part of public record so you may wish to use a business location. Each incorporator must sign the articles of incorporation to execute them. A signature consists of a printed name, signed name, title or capacity, and engagement.

9
Directors

Directors are the individuals elected past the shareholders to oversee the direction of the corporation. The Lath of Directors elects corporate officers to run the day-to-mean solar day operations and make certain decisions for the corporation. List the proper noun, street address (non a post office box), and mailing address (if unlike) for each initial director.

10
Optional Provisions

You may choose to include additional statements in the articles of incorporation (certificate of formation). Exist enlightened that whatsoever information you include will become part of public record.

The name and accost of the preparer of the articles of incorporation.
Reservation to the shareholders of the right to adopt the initial bylaws of the corporation.
Provisions regarding managing the business organisation and regulating the diplomacy of the corporation.
Defining, limiting and regulating the powers of the corporation, its board of directors and shareholders.
A par value for authorized shares or classes of shares.
A provision eliminating or limiting the liability of a manager to the corporation or its shareholders for coin damages for any activeness taken, or any failure to take whatever action, as a manager, except liability for
- (A) the amount of a financial benefit received by a director to which he or she is non entitled;
- (B) an intentional infliction of harm on the corporation or the shareholders;
- (C) a violation of Department 10A-2-eight.33;
- (D) an intentional violation of criminal police; or
- (E) a breach of the director's duty of loyalty to the corporation or its shareholders.

Supplementary Documents an Alabama Business organisation Corporation May File with the Articles of Incorporation

Name Reservation Certificate

Attach your corporate certificate of registration you received from your name reservation.

Correct to Corporate Name

If your corporate proper noun is not distinguishable from others, you may file paperwork showing your right to the name.

Copies

Include the original Certificate of Germination and two copies.

Filing Fees

Include all county and state filing fees. Make separate checks to each authority.

Credit Bill of fare Payment Pick Sheet

If allowed by your canton probate part, y'all may pay by credit card. The Secretary of State provides a worksheet to collect your carte information. The Secretarial assistant of State does not provide a receipt for this payment method, which you lot may want since this expense is tax-deductible.

Expedited Processing Fees

If allowed by your county probate function, you may expedite indexing by the Secretary of State. The Secretarial assistant of State fee is $100 for indexing in 3 days.

Other Filing Tips

Land Certificate of Germination forms must be typed or laser printed.

Nonprofit Corporations

Nonprofit corporations and nonprofit professional corporations

How to File Articles of Incorporation for a Nonprofit Corporation

Y'all tin can course an Alabama nonprofit corporation by filing the manufactures of incorporation forms (also called certificate of formation forms) intended for a nonprofit. Differences are noted for professional person nonprofit corporations. Nonprofit articles must incorporate the following information:

1
Name of the Corporation

The name of your corporation must exist distinguishable from all other registered names in Alabama. This includes other nonprofit corporate names, professional corporate names, turn a profit corporate names, express partnership names, registered limited liability partnership names, and other reserved and registered names. You are required to obtain a proper noun reservation before filing your certificate of formation.

Your nonprofit corporations does Non need to contain a corporate suffix such as "corporation" or "incorporated". Even so, professional corporations must include the words "Professional Corporation" or the abbreviation "P.C." or "P C". The proper noun of a professional corporation must also bide past any rules set forth by the licensing bureau.

ii
Type of Entity Being Formed

Simply country that you are forming a nonprofit corporation. If you lot are using a state template, this is inherent in the class.

3
Members

Declare whether the corporation volition or will not have members. By default the corporation has members unless you lot state information technology does not. Members of a nonprofit corporation are similar the shareholders of a business corporation. Members elect the board of directors and provide a layer of oversight that is of import to many nonprofits, especially larger ones. Having members comes with added complexity in direction, recordkeeping, and maintenance.

4
Principal Office

Provide the accost of the principal (main) office of the corporation. It may non exist a post office box. You may declare a separate mailing accost.

5
Registered Agent

The corporation's registered agent is the private or company who receives whatsoever process, notice, or demand required or permitted past law to exist served on the corporation. In other words, the registered amanuensis signs for service of process, lawsuits, subpoenas, and other legal documents. Deliveries to the registered agent are oftentimes made in-person from a designated official, require signature, and are fourth dimension-sensitive.

Your Alabama certificate of germination must name the corporation'south registered amanuensis. The registered agent may exist any private or company who provides prior consent to serve in this capacity. An individual must be a resident of Alabama. Hiring an Alabama registered agent service is useful if you lot have a home role, are regularly out of the office, wish to go on your address off the public record, or do non want to risk receiving a sheriff or process server in front of clients or employees.

6
Registered Part

The registered office is the street address where the registered agent is mostly available during business hours to sign for documents and otherwise perform the functions of a registered amanuensis. This address is made part of public record. The accost must be a street address located in Alabama - it may not be solely a mailbox service or telephone answering service. If desired, you may list a separate mailing address.

7
Purpose

Alabama permits a general declaration of purpose for which the corporation is formed such equally "any lawful purpose". You lot may detail a more specific purpose or purposes.

If you will apply for 501(c)(3) federal taxation exemption, the IRS will crave a description. Consider using the language prescribed for your desired exemption in IRS Pub Rev-557.

Professional corporations must include every bit a stated purpose "the performance of professional services". Further note for professional person corporations the following limitations on the purposes for which the corporation may be organized (per the Lawmaking of Alabama §10A-four-2.01):

Domestic professional corporations may be organized under this chapter only for the purpose of rendering professional person services and services coincident thereto within a single profession, except that the aforementioned professional person corporation or nonprofit professional corporation may return medical, dental, and other health related services; provided that in the case of a professional corporation, at least one shareholder of the professional corporation is duly licensed to provide each professional service for which the professional corporation is organized, or, in the case of a nonprofit professional corporation, all of the professional person services rendered by the corporation are rendered by persons duly licensed to return the professional service.

Similarly, professional corporations are limited to the profession listed in the certificate of formation (per the Code of Alabama §10A-iv-two.03b):

A domestic professional person corporation shall not appoint in any profession other than the profession permitted by its certificate of formation, except that a domestic professional person corporation may invest its funds in existent estate, mortgages, stocks, bonds, or any other type investment.

8
Duration

Past default the corporation exists perpetually. This ways the corporation continues to exist until it is actively dissolved. If desired, declare a period of duration.

9
Incorporator(s)

The incorporator is the individual or company responsible for executing the articles of incorporation. The function of the incorporator usually ends subsequently the documents are filed. More than than one incorporator may be used. "I or more persons, partnerships, domestic corporations or foreign corporations, whether turn a profit or nonprofit, may act every bit incorporator or incorporators of a nonprofit corporation by signing the certificate of germination and delivering the same to the judge of probate of the county in which the nonprofit corporation is to have its initial registered office." (Lawmaking of Alabama §10A-3-3.01). Each incorporator must print their name, street address (not a mail office box), and mailing address (if different). Remember that whatever information yous provide will get function of public record then you may wish to employ a concern location. Each incorporator must sign the articles of incorporation to execute them. A signature consists of a printed name, signed proper name, title or capacity, and appointment.

10
Directors

Directors are the individuals elected by the members to oversee the management of the organization. State the number of directors on the initial board of directors. Unless the Certificate of Formation restricts that a change in the number of directors shall be fabricated only by amendment, a modify in the number of directors tin can be overruled past the corporate bylaws. List the proper name, street address (not a postal service office box), and mailing address (if different) for each initial director.

*
Optional Provisions

You may choose to include boosted statements in the articles of incorporation. Exist enlightened that any information you include volition become part of public record. Nonprofits that wish to apply for 501(c)(iii) exemption should review and include provisions required in the articles of incorporation past the IRS. IRS guidance for your desired exemption is available in IRS Pub Rev-557. In full general:

Describe how the nonprofit volition distribute avails if the corporation is dissolved or liquidated.
Include provisions regarding regulating the internal diplomacy of the corporation such as limiting inurement.

Understand that, more mostly, federal and land revenue enhancement exemptions often require specific language in the articles of incorporation. It is best to research and use the exact language required by each tax-exemption or tax-deductible application in each land and with each agency where yous will utilise.

You may also include the name and address of the preparer of the articles of incorporation.

Supplementary Documents a Nonprofit Corporation May File with the Articles of Incorporation

Name Reservation Certificate

Attach your corporate certificate of registration you received from your name reservation.

Correct to Corporate Proper name

If your corporate proper name is not distinguishable from others, you may file paperwork showing your right to the proper name.

Copies

Include the original Certificate of Formation and two copies.

Filing Fees

Include all county and land filing fees. Make separate checks to each authority.

Credit Card Payment Choice Sheet

If allowed by your county probate office, y'all may pay by credit card. The Secretary of State provides a worksheet to collect your card data. The Secretary of State does not provide a receipt for this payment method, which you may want since this expense is tax-deductible.

Expedited Processing Fees

If allowed by your county probate office, yous may expedite indexing past the Secretary of Land. The Secretarial assistant of State fee is $100 for indexing in 3 days.

Other Filing Tips

State Certificate of Germination forms must be typed or light amplification by stimulated emission of radiation printed.

Additional Requirements for Alabama Corporations

Alabama Does Not Have a Publishing Requirement

In some states, corporations are required to publish notice of their intention to or their filing of the articles of incorporation. This is not the case in Alabama.

Alabama Initial Business Privilege Return

Alabama volition ship profit corporations notice to file an Initial Business concern Privilege Revenue enhancement Render (BPT-IN) within 2.five months of incorporating. Nonprofit corporations practise not demand to file an initial written report.

Alabama Corporation Annual Report

All profit corporations must file almanac reports, due March 15th (or the adjacent business organization twenty-four hour period if the 15th falls on a weekend). The annual study is submitted forth with the Alabama Privilege Tax to the Alabama Department of Acquirement.

C-Corps and Professional Corporations file Course CPT and Schedule AL-Auto. The minimum tax is $100 plus a $10 annual report fee.
S-Corps file Class PPT and Schedule AL-Automobile. The minimum tax is $100 plus a $10 annual report fee.

Alabama nonprofit corporations only file annual reports if they are charities. Within 90 days of the close of the fiscal year, file a notarized Charitable System Renewal with the Consumer Protection Partitioning of the Alabama Office of Chaser Full general. The almanac renewal fee is $25.

Side by side Steps

Filing articles of incorporation is the first step in setting upwards a corporation. When this document is approved, next y'all will register for taxes and found records. Our all-in-i incorporation packages help you lot get set upward in one step.

Obtain a Federal Tax ID (EIN), a unique nine-digit number assigned by the IRS to place your business.
Many pocket-sized businesses creating a profit corporation cull to elect to be taxed equally an S-Corporation. You must file class IRS-2553 within 75 calendar days of incorporation.
- Electing Subchapter S condition helps shareholders avert the double tax that applies to traditional C-Corporations.
- South-Corps tin also assistance the owners avoid paying the 15.3% Self-Employment Revenue enhancement (Social Security and Medicare) on distributions.
Nonprofit corporations often wish to obtain federal income taxation exemption under 501(c)(3). 501(c)(3) recognition as well allows donors to make tax deductible contributions.
Register for country taxes. Country taxation registration requirements vary, only the most mutual registrations are for sales tax and employer taxes. Nonprofits can often apply for income and sales tax exemptions. Remember to consider each state in which your business organisation or organisation will operate.
Nonprofits often demand to register in each state before fundraising. Be certain to bank check the procedures for obtaining the dominance to solicit, employee solicitors, or otherwise engage in fundraising in each state where you raise funds.
Obtain licenses and/or permits. Federal, state, and local licenses or permits may be required.
Concur an organizational coming together of the incorporators and take minutes of that meeting. At that fourth dimension, yous will ratify corporate bylaws, adopt a shareholders agreement, consequence stock certificates and consummate a stock ledger, elect directors and officers, and anything else yous may want to include. Consider purchasing our corporate kit that stores your documents and contains your corporate seal and stock certificates.
Maintaining the corporation includes ongoing requirements such as annual meetings with minutes, special meetings to make important business decisions, maintaining a registered office, amending your articles of incorporation equally needed, and more. For more than information on business compliance action items, please consult your Harbor Compliance representative.