Alabama Certificate of Incorporation

What Is an Alabama Certificate of Incorporation?

An Alabama certificate of incorporation is the document you file with the Alabama Secretary of State to form a corporation in Alabama. Alabama uses this name for what most states call articles of incorporation. It must state that the entity is a corporation and list its name, purpose, authorized shares, registered office and agent, and incorporators. (Ala. Code §§ 10A-2A-2.01, 10A-2A-2.02)

These public records outline the basic facts about your corporation, which often include:

• Corporate name
• Principal office address
• Registered agent information
• Initial directors, where the state requires them
• Stock information

When to Use an Alabama Certificate of Incorporation

An Alabama certificate of incorporation is essential to establishing a corporation at the state level. Use it to do the following:

• Form a new corporation: This document officially creates your company as a distinct legal entity
• Register with the state: Filing is required to register your corporation with the Alabama Secretary of State
• Define company structure: Your certificate outlines the basic structure of your corporation
• Protect personal assets: A properly maintained corporation can help shield personal assets from business liabilities
• Plan your tax approach: Forming a corporation is the first step toward choosing C corporation or S corporation tax treatment
• Comply with state law: Alabama sets specific requirements for forming a corporation, and your certificate helps you meet them
• Prepare for future growth: Well-drafted formation documents give your business room to expand

Alabama Certificate of Incorporation Requirements

Alabama sets its own rules for what your certificate must include, who can sign it, and what else you must file. These are the Alabama rules to know before you file.

What Must an Alabama Certificate of Incorporation Include?

Alabama requires your certificate to include the following:

• A corporate name that meets Alabama naming rules
• A statement that the entity being formed is a corporation
• The corporation's purpose, which can be any lawful business
• The period of duration, if the corporation will not exist perpetually
• The street and mailing addresses and county of the initial registered office, and the name of the initial registered agent
• The number of shares the corporation is authorized to issue
• The name and address of each incorporator

Alabama does not require you to name initial directors in your certificate, but you may include them.

Who Can Sign and File an Alabama Certificate of Incorporation?

Any one or more persons may act as incorporators of an Alabama corporation. You file your certificate with the Alabama Secretary of State.

Does an Alabama Corporation Need a Registered Agent?

Alabama requires your certificate to name an initial registered agent and give the registered office's street address, mailing address, and county.

What Else Is Required to File an Alabama Certificate of Incorporation?

Alabama has these additional requirements when you file:

• Your Name Reservation certificate from the Alabama Secretary of State must be filed with the certificate of incorporation.
• You must reserve the corporate name before filing, and the reservation can be requested online or by mail.

These requirements reflect Alabama's corporation statutes, and some filings may call for more information.