Corporation Charter Amendment and Legal-Name-Change Requirements in Alabama

At a glance

Requirements one by one

Alabama uses a certificate of amendment

The Alabama Business Corporation Law calls the public charter a certificate of incorporation. Under § 10A-2A-10.06, an ordinary domestic corporation must deliver a certificate of amendment to the Secretary of State after the amendment receives the approval required by the statute and the existing certificate.

The charter may change, but the effective-date law controls what belongs in it

Section 10A-2A-10.01 permits the corporation to add or change a provision that is required or permitted when the amendment takes effect, or delete a provision that is no longer required. That timing matters when a statute changes between approval and the amendment's effective date.

For a new corporate name, § 10A-1-5.03 requires record distinguishability, and § 10A-1-5.04 requires “corporation,” “incorporated,” or an abbreviation for an ordinary corporation. The current Secretary of State form also requires the new name-reservation certificate as an attachment.

Before stock issues, the board or incorporators may act

Under § 10A-2A-10.02, the board may adopt the amendment before any stock has issued. If no board exists, the incorporators may adopt it instead. The later stockholder-approval sequence does not apply merely because the planned capitalization appears in the certificate.

After stock issues, the board starts the ordinary route

Under § 10A-2A-10.03, the board first adopts the proposal and ordinarily recommends approval. A conflict or other special circumstance can support a no-recommendation decision, but the board must tell stockholders the basis. The board may also make approval or effectiveness conditional.

Every stockholder receives meeting notice for an amendment vote, even if that holder cannot vote. The notice comes 10 to 60 days before the meeting and must contain or accompany the amendment (§ 10A-2A-7.05). With the default majority quorum present, § 10A-2A-7.25 approves the amendment when votes cast for it exceed votes cast against it. The charter or a board condition may demand more.

Written consent may replace the meeting unless the certificate says otherwise. Less-than-unanimous consent uses the meeting-equivalent vote threshold, and the corporation must send the required follow-up notice to nonconsenting voting holders and covered nonvoting holders within 10 days.

Affected classes and series have their own vote

Under § 10A-2A-10.04, changes such as reclassification, changed rights or preferences, superior new stock, and limits on preemptive or accumulated-distribution rights trigger a separate class or series vote. Otherwise nonvoting stock receives this protective vote. Similarly affected groups vote together unless the certificate or a board condition preserves separate votes.

Appraisal is not automatic for every amendment. Section 10A-2A-13.02 covers an amendment that creates a fractional share the corporation may or must repurchase and any amendment for which the charter, bylaws, or board resolution grants appraisal. The listed-market and other statutory limits still matter.

Alabama gives the board a broad name-change exception

Unless the certificate provides otherwise, § 10A-2A-10.05 lets the board change the corporate name without stockholder approval. The same section lists narrower board-only cleanups and capital changes. It does not turn every substantive amendment into a board-only action.

Registered-agent and registered-office changes use the separate statement in § 10A-1-5.32; the current amendment form says agent information will not be changed through the amendment. Bylaws follow § 10A-2A-10.20. A filed document with an inaccurate statement or execution defect uses the correction or nullification provisions in § 10A-1-4.21 rather than a substantive amendment shortcut. Under § 10A-1-4.25, the correction generally relates back while protecting a person adversely affected after relying on the original filing.

The filing must identify both the text and the approval route

The certificate states the current corporate name, each amendment's text and adoption date, any implementation terms for an exchange, reclassification, or cancellation, the applicable approval statement, and the Alabama entity ID. Section 10A-2A-1.20 ordinarily permits an authorized officer to sign and supplies fallback signers when officers are absent. It expressly makes a seal, attestation, acknowledgment, and verification optional.

The statutory and form fee is $100 (§ 10A-1-4.31). The current form allows online filing or requires two typed copies by mail or courier and rejects email submissions. Filing ordinarily takes effect on actual receipt under § 10A-1-4.11. Under § 10A-1-4.12, a stated delayed date and time may be no later than 90 days after delivery.

Restatement consolidates the public charter

Under § 10A-2A-10.07, the board may file a restated certificate without stockholder approval when it only consolidates existing amendments or adds changes the board may make alone. Any new amendment that otherwise requires stockholder approval keeps that requirement. The accepted restatement supersedes the original certificate and all amendments, and the fee statute sets the same $100 charge.

The amendment chapter and current filing materials state no statewide publication step. A name change does not end a case brought by or against the corporation under its former name (§ 10A-2A-10.09).

What trips people up

• The board-only name-change power begins with “unless the certificate of incorporation provides otherwise.” Read the existing charter before relying on the exception.
• Alabama's default approval rule is based on votes cast after a majority quorum exists, not a majority of all outstanding stock. A charter term or a separate voting group can change the calculation.
• A legal-name amendment needs the new name-reservation certificate under the current filing instructions. An assumed or trade name is not the public corporate name.
• Correction reaches an inaccurate statement or execution defect. It is not a substitute for obtaining the board, stockholder, or class approval required for a new substantive choice.
• If a delayed filing must be stopped before it takes effect, § 10A-1-4.13 uses a filed certificate of abandonment.

Common questions

Do Alabama stockholders always vote on a corporate name change?

No. The board may adopt a name change without stockholder approval unless the certificate of incorporation provides otherwise. The corporation still files the amendment and satisfies the name rules and reservation instruction.

Must the certificate of amendment be notarized?

No. Section 10A-2A-1.20 says acknowledgment and verification are optional, as are a corporate seal and attestation.

Does every charter amendment create appraisal rights?

No. For an ordinary amendment, the express statutory trigger is the covered fractional-share repurchase situation. The charter, bylaws, or board resolution may grant additional amendment appraisal rights, and statutory exceptions can limit them.

Can the corporation change its registered agent in the amendment?

The current form says no. Section 10A-1-5.32 uses a separate registered-agent or registered-office statement.

Statutes and sources

• Ala. Code §§ 10A-2A-10.01 through 10A-2A-10.09. Authority, pre-stock and post-stock approval, voting groups, board-only amendments, filing, restatement, reorganization boundary, and amendment effect. Official ALISON section text, accessed August 15, 2026.
• Ala. Code §§ 10A-2A-7.04, 10A-2A-7.05, and 10A-2A-7.25. Written consent, meeting timing, quorum, and votes-cast rule. Official ALISON section text, accessed August 15, 2026.
• Ala. Code § 10A-2A-13.02. Amendment appraisal triggers and limitations. Official ALISON section text, accessed August 15, 2026.
• Ala. Code §§ 10A-2A-1.20 and 10A-1-4.11 through 10A-1-4.31. Signature, effectiveness, abandonment, correction, nullification, and fees. Official ALISON section text, accessed August 15, 2026.
• Ala. Code §§ 10A-1-5.03, 10A-1-5.04, and 10A-1-5.32; Ala. Code § 10A-2A-10.20. Name, agent, office, and bylaw routes. Official ALISON section text, accessed August 15, 2026.
• Alabama Secretary of State, Domestic Business Corporation Amendment form and Business Downloads page. Current filing method, copies, fee, name-reservation attachment, agent-change boundary, and form fields, accessed August 15, 2026.