Alabama Incorporation, LLC, and Not-for-Profit Information

Nickname:Yellowhammer State

Capital: Montgomery

Following please find a guide of state information with reference to the registration of a Alabama Corporation, LLC and Not-For-Profit company. Please click on the tab to the corresponding Alabama entity for which you would like additional information. You will find information on items such as company name, filing document, annual report and taxation requirements. Please contact us for more information or to place an order.

Company Name:

The name shall contain the word "corporation" or "incorporated" or an abbreviation of one of such words, "Inc." or "Corp." If formed for the purposes of banking it must include the words "Bank," "Banking," or "Bankers."

The name shall be such as to distinguish it from the names of other companies of any kind.

Company names in Alabama must be reserved with Secretary of State prior to filing with the probate judge in the county where the corporations registered office is located.

Formation Document:

The formation document required to file a corporation in Alabama is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, purpose, address of principal office of the corporation, name and address of the registered agent, shares, par value and name and address of the initial directors.

Professional Corporations:

Alabama law does allow for the formation of Professional Corporations (PC's). The name of a professional corporation must contain the words “professional corporation” or the abbreviation “P.C.” or “P C”.

Directors/Officers:

Corporations are managed by their Board of Directors. The minimum number of directors required in Alabama is 1 and they must be 19 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

Bylaws:

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

Corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors, officers and shareholders, minutes of all director and shareholder meetings, records of actions taken by directors or shareholders without a meeting, record of all shareholders and their number and class of shares, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Annual Requirements:

Alabama corporations are not required to file Annual Reports with the Department of State.

Assumed Name DBA:

Businesses may elect to register a trade name with the Secretary of State.

Dissolution:

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution pursuant to Section 10A-1-9.11 and 10A-2-14.03 of the Code of Alabama 1975.

Taxation:

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Alabama an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Alabama Department of Revenue

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Alabama Department of Revenue at http://revenue.alabama.gov.

Company Name:

The name shall contain, at the end, one of the following: "Limited Liability Company," "LLC," or "L.L.C." The term "Limited" is allowed to be abbreviated as "Ltd." and "Company" may be abbreviated as "Co."

The name shall be such as to distinguish it from the names of other companies of any kind.

Company names in Alabama must be reserved with Secretary of State prior to filing with the probate judge in the county where the corporations registered office is located.

Formation Document

The formation document required to file an LLC in Alabama is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, purpose, address of principal office, name and address of the registered agent, whether the LLC will be member-managed or manager-managed, duration, names and addresses of the initial members.

Professional LLC's

Alabama law does allow for the formation of Professional LLC's (PLLC's).

Members/Managers

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Alabama is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

Operating Agreement

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

Annual Requirements

Alabama LLCs are not required to file Annual Reports with the Department of State.

Assumed Name DBA

Businesses may elect to register a trade name with the Secretary of State.

Dissolution

The Limited Liability Company Law provides a procedure for voluntarily dissolving a domestic LLC by filing an Articles of Dissolution pursuant to Section 10A-1-9.11 and 10A-5- 7.06 of the Alabama 1975.

Taxation

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Alabama Department of Revenue at http://revenue.alabama.gov.

Company Name:

The name can, but is not required to, contain the word "corporation" or "incorporated" or an abbreviation of one of such words, "Inc." or "Corp."

The name shall be as such to distinguish it from the names of other companies of any kind.

Company names in Alabama must be reserved with Secretary of State prior to filing with the probate judge in the county where the corporations registered office is located.

Formation Document

The formation document required to file a Not-For-Profit corporation in Alabama is called the Certificate of Formation. The information listed in the Certificate of Incorporation includes, but not limited to, the name of the company, specific purpose, membership requirements, principal office address, name and address of the registered agent and name and address of the initial board of directors.The formation document required to file a Not-For-Profit corporation in Alabama is called the Certificate of Formation. The information listed in the Certificate of Incorporation includes, but not limited to, the name of the company, specific purpose, membership requirements, principal office address, name and address of the registered agent and name and address of the initial board of directors.

Directors/Officers

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Alabama is 3. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

Bylaws

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Annual Requirements

Alabama NFP corporations are not required to file Annual Reports with the Department of State.

Assumed Name DBA

Businesses may elect to register a trade name with the Secretary of State.

Dissolution

The Nonprofit Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution pursuant to section 10A-1-9.11 and 10A-3-7 of the Code of Alabama 1975.

Taxation

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits.. for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Alabama Department of Revenue at http://revenue.alabama.gov.