How to Amend an Alabama Certificate of Incorporation

What is an Alabama Certificate of Incorporation?

A Certificate of Incorporation (COI) is the foundational document of your registered business. The State of Alabama sometimes calls this a Certificate of Formation. The COI contains details about who the corporation’s owners are, where the corporation resides, and other fundamental information about the business. The Alabama state law governs what business owners need to include in their COI.

Need to form your business first? No problem. We can set up your Alabama corporation and make sure you start out on the right foot. 

Step 1: Determine if you need to change your Alabama Certificate of Incorporation

The State of Alabama requires an up-to-date COI for your registered business to receive corporate legal benefits. If any material COI information needs to be changed, updated, or additional corporate articles added, the corporation must inform the State of Alabama. 

Three reasons that a registered business might file an Alabama Certificate of Incorporation amendment include:

• Amending public information for contact purposes
• Updating a registered agent
• Changing any other material information for compliance and/or auditing purposes

In Alabama, both the board of directors and the shareholders can update the Certificate of Incorporation unless the corporate bylaws specify otherwise.   

If your company’s COI isn’t current, you won’t be able to obtain an Alabama Certificate of Compliance (called Certificate of Good Standing in most states) until the Certificate of Incorporation is amended. You won’t receive a fine if you don’t update your Certificate of Incorporation, but your business may come to a halt if you can’t get a Certificate of Compliance.

Examples of the indirect penalties for failure to get a Certificate of Compliance include the following:

• Inability to do business in another state
• Failure to obtain a business bank account
• Failure to obtain business credit
• Inability to keep or obtain business licenses
• Inability to sell, merge, or wind-down the business

Keeping your Alabama Certificate of Incorporation updated is essential to the potential growth of your registered business. Don’t take any chances when you’re updating your COI. We can empower you to keep your registered business running in top form with our Worry-Free Compliance service, which includes two amendments per year.

Step 2: Review requirements for your Alabama amendment

Registered businesses must submit a properly completed Domestic Business Corporation Amendment to Formation/Articles form to the probate judge in the county in which their business was first registered. An Amendment to Certificate of Incorporation (ACI) explains to the state the changes the company wants to make to its COI.

Most of the changes that need to be to be reported in an Alabama Amendment to Certificate of Incorporation can be identified in the company’s Articles of Incorporation. Changes often include extending the term of the corporation or deleting the names of the initial incorporators. A company name change also needs to be reported.

Step 3: Gather information for your Alabama amendment

Filing your ACI requires two pieces of additional information: your company’s Alabama Entity ID Number, and an original signature by an authorized signatory under the law.  The Alabama Entity ID Number is a six-digit number that’s unique to each Alabama registered business. You can find this number on the Secretary of State’s website.

The ACI document may be signed by any of the following individuals:

• The chair of the board of directors
• The president 
• Another officer 
• An incorporator 
• A receiver, trustee, or other court-appointed fiduciary

You’ll also need to ensure that the signature is “original,” meaning it cannot be photocopied or electronic.

Step 4: Determine if you need supporting documentation for your Alabama amendment

The four types of ACI amendments that require additional documentation are: 

• Corporate name changes 
• Amendments requiring board of director approval 
• Amendments requiring stockholder approval 
• Amendments requiring voting group approval 

A name change amendment requires a corporation to attach proof of name reservation issued by the Secretary of State’s office. 

Successfully filing an ACI means being as specific as possible. Attach records of shareholder votes, board minutes, and other important proof of actions undertaken to the filing, even if they aren’t required.

Step 5: Complete an Alabama Change of Registered Agent form (if necessary)

If you need to change your registered agent or office, the State of Alabama also requires a separate Change of Registered Agent form in addition to an ACI. However, if you only need to change registered agent or office, you can file that form without an ACI.

We can simplify this process for you with our Alabama registered agent service. Finding, appointing, and changing your registered agent in Alabama has never been easier! 

Alabama Amendment to Certificate of Incorporation vs. Statement of Correction

In Alabama, an Amendment to Certificate to Incorporation is filed to demonstrate material changes to a COI. Alabama also has a form called a Statement of Correction which is filed to correct mistakes like incorrect contact information and misspelled director names. For convenience, Alabama has a combined Articles of Amendment/Restated Certificate of Incorporation form to enable registered businesses to amend and correct at once.

This process of amendment versus correction can be cumbersome and confusing. Fortunately, we can make your life easier with our Worry-Free Compliance service, which includes two amendments to your Articles of Incorporation.