How to File a Certificate of Incorporation in Alabama

Filing a Certificate of Incorporation is one of the many tasks you’ll need to accomplish before you can get your corporation up and running. You might not have even thought about how many of these essential tasks you have to handle before you can incorporate your business in Alabama.

Lucky for you, ZenBusiness can help you with these tasks so you can set up and then run your business. Contact us today to find out how we can help you.

Why file a Certificate of Incorporation in Alabama?

Corporations, along with other business entities such as limited liability companies (LLCs), are a statutory creation in Alabama. As such, they’re governed by Alabama’s business entities laws, which describe each step that you need to take to open your new business. These laws apply to domestic corporations and registered business entities as well as foreign ones.

Alabama law requires all registered businesses to file a Certificate of Incorporation, also referred to as a Certificate of Formation, or its equivalent for other business types. A Certificate of Incorporation is the document that creates a record of the business owners, their addresses, and other critical information. 

Once the Alabama Secretary of State’s Office receives your Certificate of Incorporation, all that information becomes available to the public. The Secretary of State won’t notify you when your information is publicly available.

Reserve your corporate name first before filing an Alabama Certificate of Incorporation

The procedure to incorporate a business entity in Alabama is different from most other states. Alabama requires you to file a Name Reservation form before filing your Certificate of Incorporation. 

A lot of thought goes into the name you give your new company. Of course, you want it to be recognizable, marketable, and perhaps even catchy or memorable. However, you have to make sure that you comply with the Alabama Secretary of State’s rules for naming your company. 

• First, your corporate name must not be too close to an Alabama business name already taken. 
• Second, you must be certain that you use the correct corporate designation. That means you have to add the designation of “Incorporated,” “Inc.,” “Corporation,” or “Corp.” to your name. 
• Third, you can’t use certain words or phrases that the law specifically prohibits, and you can’t use a professional designation unless you comply with the naming requirements of your professional organization. 

Sound confusing? With ZenBusiness’s Name Reservation Service, we can streamline the process. We will search for the name you want and then lock it in with the state. Name reservations are usually good for 120 days, so you have a significant amount of time to reserve your name while you’re completing your other registration documents.

Completing the Certificate of Incorporation for a Domestic Corporation

Completing the Certificate of Incorporation correctly is essential. Otherwise, you may face significant delays in opening your new business. The Secretary of State’s Office provides you with all the necessary documentation for domestic corporations, foreign corporations, and other business entities like limited liability companies (LLCs) and limited liability partnerships (LLPs). 

Or, let us take care of it for you! ZenBusiness offers services and support to help form corporations and other business entities in Alabama, letting you focus on what’s important: growing your business.

Domestic Business Corporation 

Here is some of the information you must include in your Certificate of Incorporation in Alabama:

• Name of the corporation. This includes the corporate designator of Incorporated, Inc., Corporation, or Corp.
• A copy of your Name Reservation Certificate. Include this with your Certificate of Incorporation even though you’ve already filed it separately.
• The street address for the principal office of the corporation. You can’t use a P.O. Box. You can use a mailing address different from the principal address.
• The name of the registered agent. You need to list only one person or organization as a registered agent. Your registered agent must have an office in Alabama. (Check out ZenBusiness’s registered agent service for more information.)
• The purpose for which you formed the corporation. This is a brief description of why your business exists.
• Amount of stock issued and the par value of the stock. Par value is also known as the “face value” or “nominal value” of the stock. The par value of the stock isn’t the same as fair market value.
• The incorporators. Incorporators are the people who file the Certificate of Incorporation. They’re not necessarily the business “owners,” which may include a number of shareholders.

You also have the option to include information about the liability of the directors and any limits to the duration of the corporation’s existence. The corporation will exist in perpetuity unless you state otherwise.

Instructions for Filing a Certificate of Incorporation for a Domestic Corporation

It’s important to follow all the filing instructions for a seamless and stress-free filing. Double-check the form to be sure you signed everywhere needed. Mail one original and one copy of the completed form with a self-addressed stamped envelope and the filing fee. You can pay the filing fee by credit card, check, or money order. Send the documents to the Secretary of State Business Services, P.O. Box 5616, Montgomery, AL 36103-5616.

You need to know that the Secretary of State won’t register your business if the debit or credit card isn’t authorized. Also, you’ll pay a fee and your business won’t be registered if your check is returned for insufficient funds. 

Turn around times vary depending on the method you choose for filing. Additionally, the time needed to process your paperwork will depend on the volume of filings the state can handle at that time. 

Certificate of Incorporation for a Foreign Corporation

Although a foreign corporation may be a corporation from another country, the term also refers to corporations with a principal office anywhere outside of Alabama. Foreign corporations must register with the State of Alabama to do business there. 

The process of registering a foreign corporation is similar to the process to register a domestic corporation. Alabama laws require foreign corporations to file a Name Reservation Certificate before filing any other documentation. Registering your foreign company’s name checks that the name you want to use is available in Alabama. ZenBusiness can help you reserve your name as a foreign corporation in Alabama.

How to Complete Your Application for Foreign Corporation Registration

Registering a foreign corporation in Alabama means that you have to thoroughly complete the required forms. The Foreign Corporation Application for Registration in Alabama requires the following information:

• The legal name of your organization as you recorded it in your home state.
• The name of your corporation as registered in Alabama (You need to supply this information only if you use a different corporate name in Alabama than in your home state. 
• A copy of the name reservation received from the Office of the Secretary of State of Alabama.
• Your company’s principal address and its mailing address if different from the principal address. 
• The name and address of the person who prepared the form.
• By signing this form, you promise that the foreign entity exists as a valid corporate entity under the laws of the company’s home state.
• The state where the company was initially incorporated.
• The date the company was initially incorporated.
• The name and street address of the company’s registered agent in Alabama (cannot be a PO box).
• When you plan to start operating your company in the state.
• An authorized signature.

All information must be typed and not handwritten.

Instructions for Filing a Foreign Corporation Application for Registration

Follow all the instructions on the form and double-check that you signed everywhere needed. Mail one original and one copy of the completed form with a self-addressed stamped envelope with the filing fee. You can pay the filing fee by credit card, check, or money order. Send the documents to the Secretary of State Business Services, P.O. Box 5616, Montgomery, AL 36103-5616. Additionally, a Certificate of Good Standing, also called a Certificate of Compliance, from your home state indicating that your business complies with the law in your home state may be required. 

Filling by mail can be slow; filing online is typically a faster option.