Business Corporation Formation Filing Requirements in Alabama
At a glance
| Governing law and formation record | Alabama Business Corporation Law, Title 10A ch. 2A; one or more incorporators deliver a Certificate of Incorporation to the Secretary of State (§§ 10A-2A-2.01 to -2.02) |
|---|---|
| Incorporator and signature | One or more incorporators; each gives a name/address and the incorporator or incorporators sign with printed name and capacity. No seal, attestation, acknowledgment, or verification required (§§ 10A-2A-2.01, -2.02, -1.20) |
| Name, purpose, and duration | Name needs corporation/incorporated or an abbreviation and must be distinguishable; lawful-business purpose defaults, while the current form states perpetual duration unless an exhibit says otherwise (§§ 10A-1-5.03 to -5.04, 10A-2A-3.01; form) |
| Agent, office, and addresses | Agent name plus Alabama registered-office street/mailing addresses and county required; agent must qualify and cannot work solely through a virtual office or mail forwarding, while office cannot be only mailbox/answering service. Current form adds principal-office addresses (§§ 10A-2A-2.02, 10A-1-5.31; form) |
| Shares, classes, and par value | Authorized-share count required; each class/series needs a count and designation, multiple classes/series need terms, and full-voting and net-asset rights must exist. Par value optional; later board-set terms require charter authority (§§ 10A-2A-2.02, 10A-2A-6.01 to -6.02) |
| Directors and other disclosures | Initial directors optional; incorporator names/addresses are public. Current form also collects principal-office street/mailing addresses and a purpose, but not initial officer, owner, or beneficial-owner names (§ 10A-2A-2.02; form) |
| Optional and restricted provisions | May add initial directors, purpose, governance/power terms, par value, stated shareholder liability, director/officer liability limits, director indemnification, corporate-opportunity and forum terms; statutory exclusions apply and internal-claim fee shifting is barred (§§ 10A-2A-2.02, -2.07) |
| Method, fee, attachments, and effect | $25 name reservation, then $200 online or by mailing 2 typed copies with the reservation certificate and return envelope; filing takes effect on actual receipt or may be delayed up to 90 days (§§ 10A-1-4.11 to -4.12, -4.31; form) |
| Initial report, publication, and follow-up | No Secretary of State annual report. No formation publication. BPT-IN is due within 2½ months only when calculated privilege tax exceeds $100; $100 or less has no return requirement (§ 40-14A-22; SOS/Revenue guidance) |
| Organization, officers, and bylaws | Named initial directors organize; otherwise incorporators elect directors. Incorporators may act by unanimous written consent, directors may act by all-director consent, initial bylaws are mandatory, board has 1+ directors, and one person may hold multiple offices (§§ 10A-2A-2.04 to -2.05, -8.03, -8.21, -8.40) |
Requirements one by one
Governing law and formation record
Alabama calls the constitutive document a Certificate of Incorporation. Under Ala. Code §§ 10A-2A-2.01 and 10A-2A-2.02, one or more incorporators execute it and deliver it to the Secretary of State. The current agency download page calls the package a “Certificate of Formation,” but the corporation statute and the form itself use “Certificate of Incorporation.”
Incorporator and signature
Each incorporator's name and address belongs in the certificate. Ala. Code § 10A-2A-1.20 requires the incorporator or incorporators to sign and show the signer's name and capacity. It expressly makes a seal, attestation, acknowledgment, and verification optional, so the ordinary filing does not need notarization.
Name, purpose, and duration
The name must be distinguishable under Ala. Code § 10A-1-5.03 and contain “corporation,” “incorporated,” or an abbreviation under § 10A-1-5.04. The corporation receives a lawful-business purpose by default under § 10A-2A-3.01. The current form nevertheless asks the filer to state a purpose and says duration is perpetual unless an attached exhibit provides otherwise.
Agent, office, and addresses
The certificate must list the registered agent and the registered office's Alabama street address, mailing address, and county. Ala. Code § 10A-1-5.31 now also says the agent cannot perform the role solely through a virtual office or mail-forwarding service, and the office cannot consist solely of a mailbox or telephone-answering service. The current agency form additionally asks for the principal office's street and mailing addresses.
Shares, classes, and par value
The basic filing states the authorized-share count. If there is more than one class or series, Ala. Code § 10A-2A-6.01 requires the certificate to state each count and designation and to describe its terms before issuance. The charter's classes or series collectively must carry full voting rights and the right to receive net assets on dissolution. Ala. Code § 10A-2A-6.02 permits later board-set terms only when the certificate expressly delegates that authority; the resulting certificate of designations is another public filing. Par value is optional under § 10A-2A-2.02 and the current form.
Directors and other disclosures
Initial directors are optional under Ala. Code § 10A-2A-2.02. Incorporator names and addresses are mandatory public charter terms. The current form also collects the principal-office addresses and purpose, but does not ask for initial officers, owners, or beneficial owners.
Optional and restricted provisions
Ala. Code § 10A-2A-2.02 permits charter terms covering purpose, governance, corporate powers, par value, specified shareholder liability, director or officer liability limits, director indemnification, and corporate opportunities. Those permissions carry express exclusions. For example, a liability limit cannot operate backward to conduct before the provision becomes effective, and the charter cannot shift attorney fees or expenses to a stockholder for an internal corporate claim. Ala. Code § 10A-2A-2.07 permits specified court-forum terms but does not allow an internal-claim provision to bar Alabama courts or require arbitration.
Method, fee, attachments, and effect
Reserve the name first. Ala. Code § 10A-1-4.31 sets the reservation fee at $25 and the formation fee at $200. The agency offers online filing; its paper route requires two typed copies, the name-reservation certificate, and a self-addressed stamped envelope. Under Ala. Code § 10A-1-4.11, the filing takes effect at actual receipt unless a permitted delayed date and time is used. Ala. Code § 10A-1-4.12 caps the delay at 90 days and makes a delayed date without a time effective at 12:01 a.m.
Initial report, publication, and follow-up
The Secretary of State says corporations no longer file an annual report with that office, and neither the formation statute nor current form imposes publication. Alabama's separate tax follow-up is conditional. Ala. Code § 40-14A-22 makes the privilege tax accrue at incorporation, while current Revenue guidance and Form BPT-IN require the initial return within 2½ months only when the calculated tax exceeds $100. If it is $100 or less, the form says not to submit a return.
Organization, officers, and bylaws
After incorporation, Ala. Code § 10A-2A-2.04 sends organization to the named initial directors; if none are named, the incorporators elect directors first. The incorporators may act without a meeting only through written consent signed by each incorporator. Ala. Code § 10A-2A-2.05 requires initial bylaws. A board has one or more individuals under § 10A-2A-8.03 and may act without a meeting when each director consents under § 10A-2A-8.21. Officers are supplied through the certificate, bylaws, or board under § 10A-2A-8.40, and one individual may hold multiple offices unless the governing documents say otherwise.
What trips people up
- The name-reservation certificate is a mandatory attachment, not merely an optional availability check. Budget for its separate $25 fee before the $200 formation filing.
- The October 2022 paper form predates Ala. Act 2026-495 (HB 248), which made the amendments effective August 1, 2026. Its printed director-liability clause is not a complete menu of the current statute's optional director-and-officer provisions. Read current § 10A-2A-2.02 before adding or relying on an optional clause.
- An online address or mail-forwarding arrangement does not by itself satisfy the amended registered-agent rule. Section 10A-1-5.31 requires a serviceable Alabama street office and bars performing the agent role solely through the listed remote arrangements.
- Filing is only the start of the organization sequence. Initial bylaws are mandatory, and the correct people must elect the directors and appoint the officers.
Common questions
Does every incorporator need to be a director or shareholder?
No. The statute separates the incorporator role from director and shareholder status. Initial directors may be named, but do not have to be.
Must the certificate be notarized?
No. Section 10A-2A-1.20 expressly says acknowledgment and verification are not required.
Must Alabama corporations publish formation notice?
No publication step appears in the current corporation-formation provisions or the Secretary of State's filing package.
Is BPT-IN always required after formation?
No. Calculate the initial privilege tax under the current instructions. The return is due within 2½ months when the amount exceeds $100; at $100 or less, the current form says there is no filing requirement.
Statutes and sources
- Ala. Code §§ 10A-2A-2.01, -2.02, and -1.20. Governs the certificate, incorporators, mandatory and optional contents, signature, and execution formalities. Official Alabama Legislature text (accessed August 14, 2026).
- Ala. Code §§ 10A-1-5.03, -5.04, and -5.31; § 10A-2A-3.01. Governs corporate names, agent and office, and the lawful-purpose default. Official Alabama Legislature text (accessed August 14, 2026).
- Ala. Code §§ 10A-2A-6.01, -6.02, and -2.07. Governs classes, series, share rights, board-set terms, and forum provisions. Official Alabama Legislature text (accessed August 14, 2026).
- Ala. Code §§ 10A-1-4.11, -4.12, and -4.31. Supplies the receipt and delayed-effect rules and state fees. Official Alabama Legislature text (accessed August 14, 2026).
- Ala. Code §§ 10A-2A-2.04, -2.05, -8.03, -8.21, and -8.40. Governs organization, bylaws, board composition and consent, and officers. Official Alabama Legislature text (accessed August 14, 2026).
- Ala. Code § 40-14A-22. Governs privilege-tax accrual and the minimum-tax filing exemption. Official Alabama Legislature text (accessed August 14, 2026).
- Current filing and tax materials. The Secretary of State form, download page, Business Entities page, and Department of Revenue guidance supply the current filing route, attachment, public form fields, annual-report notice, and BPT-IN deadline and exemption (accessed August 14, 2026).
- Alabama Act 2026-495 (HB 248). The official enrolled act confirms the August 1, 2026 effective date for the current amended entity-code provisions. Official enrolled act (accessed August 14, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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