Incorporation Of Company Alabama

INCORPORATION OF LIMITED LIABILITY COMPANY IN ALABAMA
 
The law relating to incorporation of a limited liability company is governed by the Chapter 12 of the Alabama Code of 1975 "The Corporation Act".
 
APPLYING FOR THE NAME
 
A limited liability company may register with the Secretary of State under any name provided that the name satisfies the requirements of Section 10-12-5 and is a name that could be adopted by a domestic limited liability company.
 
The name of a limited liability company as set forth shall:
  1. Contain the words "limited liability company" or "limited company" or the abbreviations "L.L.C.", "L.C.", "LLC" or "LC", in uppercase or lowercase letters.
  2. Not contain the words "association", "corporation" or "incorporated" or an abbreviation of these words.
The name must be distinguishable from all of the following:
  1. The corporate name of a corporation incorporated in this state or a foreign corporation authorized to transact business in this state.
  2. A corporate name reserved or registered.
  3. A fictitious name adopted by a foreign corporation.
  4. The corporate name of a nonprofit corporation incorporated in this state or a foreign nonprofit or not for profit corporation authorized to conduct affairs in this state.
  5. The partnership name of a limited partnership organized and registered under the laws of this state or of a foreign limited partnership authorized to transact business in this state.
  6. The name of a limited liability company organized in this state or a foreign limited liability company authorized to transact business in this state.
  7. A trade name registered.
  8. The name of a limited liability partnership organized in this state or a foreign limited liability partnership authorized to transact business in this state.
ARTICLES OF ORGANIZATION
 
The articles of organization shall set forth:
  1. The name of the limited liability company.
  2. The period of its duration, if not perpetual.
  3. The purpose or purposes for which the limited liability company is organized.
  4. The location and mailing address of its initial registered office, and the name of its initial registered agent at that address.
  5. The names and mailing addresses of the initial member or members, and, if any, organizer of the limited liability company.
  6. The right, if given, of the member or members to admit additional members, and the terms and conditions of the admission.
  7. The circumstances, if any, under which the cessation of membership of one or more members will result in dissolution of the limited liability company.
  8. If the limited liability company is to be managed by one or more managers, the articles of organization shall so state and shall set out the names and the mailing addresses of the manager or managers who are to serve as managers until their successors are elected and begin serving.
  9. Any other provision, not inconsistent with law, for the regulation of the internal affairs of the limited liability company, including any provisions which under this chapter are required or permitted to be set out in the operating agreement of the limited liability company.

The articles of organization and two copies shall be delivered to the probate judge. If the probate judge finds that the articles of organization conform to law, the probate judge shall, upon receipt of all fees:

  1. Endorse on the articles of organization and on each of the copies the word "Filed," and the hour, day, month, and year of the filing.
  2. File the articles of organization in the office of the probate judge and certify the two copies.
  3. Issue one certified copy of the articles of organization, and return the certified copy to the organizer or members.
  4. Within 10 days after the issuance of the certified copy of the articles of organization, transmit to the Secretary of State a certified copy of the articles of organization, indicating thereon the place, date, and time of filing of the articles of organization.
EXISTENCE OF LIMITED LIABILITY COMPANY
 
Upon the filing of the articles of organization with the probate judge, the limited liability company's existence shall begin. A copy of the articles of organization that is stamped "filed" and marked with the filing date and issued by the probate judge shall be conclusive evidence that all conditions precedent required to be performed by the members have been complied with.
 
That the limited liability company has been legally organized except in a proceeding brought by the State of Alabama either to cancel or revoke the articles of organization or to involuntarily dissolve the limited liability company.
 
A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the articles of organization have been filed.
 
Persons engaged in prefiling activities shall be jointly and severally liable for any debts or liabilities incurred in the course of those activities.
 
FEES
  1. Filing articles of organization, $40 for the State of Alabama and $35 for the judge of probate.
  2. Filing articles of amendment and issuing a certificate of amendment, $10 for the judge of probate.
  3. Filing restated articles of organization, $25 for the judge of probate and $10 for the State of Alabama.
  4. Filing a report of the name and address of registered agent or a statement of change of address of registered office or change of registered agent, or both, $5 for the State of Alabama.
  5. Filing articles of dissolution, $5 for the judge of probate and $10 for the State of Alabama.
  6. Filing an application of a foreign limited liability company for an amended certificate of authority to transact business in this state and issuing an amended certificate of authority, $25 for the State of Alabama.
  7. Filing a certificate of cancellation of a foreign limited liability company and issuing a certificate, $20 for the State of Alabama.
  8. Filing a copy of the articles of merger as required by Section 10-12-57, $5 plus $.50 per page in excess of five pages to the judge of probate.
  9. Filing the application for registration as a foreign limited liability company and issuing the certificate of registration to transact business in this state, $75 for the State of Alabama.
  10. Filing any other statement or report of a domestic or foreign limited liability company, $10 for the State of Alabama.
When appropriate checks accompanying the documents, one payable to the judge of probate for all charges of the judge of probate, and one payable to the State of Alabama covering all charges for the Secretary of State. The check for the Secretary of State will be forwarded by the judge of probate to the Secretary of State.
 
ADDRESS OF THE SECRETARY OF THE STATE
 
SECRETARY OF STATE, CORPORATIONS DIVISION,
POST OFFICE BOX 5616, MONTGOMERY,
ALABAMA 36103-5616