LLC Amendment and Legal-Name-Change Filing Requirements in Alabama

At a glance

Requirements one by one

Alabama allows amendment or restatement at any time

Ala. Code §§ 10A-5A-2.02 and 10A-5A-2.03 permit either route at any time. A standalone certificate of amendment states the LLC's current name, Alabama entity ID, and the changes to the most recent certificate. A restatement is labeled, gives the same name and ID, and sets out any change made with the restatement. Once effective, it supersedes the original and prior amendments without changing the LLC's original formation date. Ala. Code § 10A-5A-2.03 also preserves former-name proceedings and existing nonmember rights.

The agreement sets approval; silence means all members

Section 10A-5A-2.02(g) expressly sends certificate-amendment approval to the LLC agreement. If the agreement states no approval rule, every member must approve. The statute applies that text directly to omissions made through a restatement; it also says an amending restatement remains subject to the rules that would apply to a separate amendment.

Signer authority is separate. Under § 10A-5A-2.04, a company-authorized person signs, or an agent or attorney-in-fact may sign. The power of attorney need not be delivered to the Secretary, but Alabama's records rule requires the company to retain executed filing powers with its certificate and amendments under Ala. Code § 10A-5A-4.09.

A legal-name change needs reservation work

Ala. Code §§ 10A-1-5.03 and 10A-1-5.06 require the LLC designator and a distinguishable name, subject to the incumbent-consent and undertaking route. The current amended-and-restated form instructs a name-changing filer to attach the new Name Reservation Certificate. That attachment is an administrative filing requirement separate from internal approval.

The filing fee is $100

Ala. Code § 10A-1-4.31 sets $100 for either a certificate amendment or restated certificate. The current amended-and-restated paper form requires typing, two copies, a self-addressed stamped envelope, and mail or courier delivery; it is not accepted by email. A standalone amendment remains authorized directly by § 10A-5A-2.02 even though the cited paper form combines amendment and restatement.

Delay stops at the 90th day

Ala. Code §§ 10A-1-4.11 and 10A-1-4.12 make actual receipt the default effective time. A specified later date and time may not go beyond the 90th day after delivery. Alabama bars 12:00 a.m. and 12:00 p.m.; a delayed date without a time means 12:01 a.m. The current form also warns that a failed card prevents indexing and a dishonored check causes removal from the index.

What trips people up

Correction is not a substitute for a newly chosen amendment. Ala. Code §§ 10A-1-4.21 and 10A-1-4.25 limit correction or nullification to an inaccurate or erroneous statement or defective execution. The result generally relates back, except for a person who relied on the original and is adversely affected.

Registered-agent and office changes use the separate § 10A-1-5.32 statement, which expressly works without amending the certificate of formation. No report route in the surveyed provisions replaces the certificate amendment. For a different business name, § 8-12-8 supplies an optional mark-registration route only after the mark has been adopted and used in Alabama; it does not change the LLC's legal name.

The public and private records can differ. Keep the accepted certificate, approval record, amended LLC agreement if any, and filing power of attorney. Tax, license, banking, contract, title, trademark, and foreign-registration updates are separate from the Alabama Secretary filing.

Common questions

Must every member approve?

Only when the LLC agreement states no different certificate-amendment approval rule. Section 10A-5A-2.02(g) makes unanimous member approval the fallback.

Can an attorney-in-fact sign?

Yes. Section 10A-5A-2.04 permits an agent, including an attorney-in-fact, and says the power need not be delivered to the Secretary of State.

Does a restatement reset the formation date?

No. Section 10A-5A-2.02 says the restatement supersedes earlier certificates but leaves the original effective date of formation unchanged.

Statutes and sources

• Alabama Code §§ 10A-5A-2.02 through -2.04, current ALISON text — amendment, restatement, approval, effect, former-name proceedings, and signer authority, accessed August 21, 2026.
• Alabama Code Title 10A Chapter 1 filing and name provisions, current ALISON text — effective time, correction, fees, name requirements, and agent-office change, accessed August 21, 2026.
• Alabama Code § 8-12-8 and Alabama Secretary of State amended/restated form — optional used-mark registration, paper instructions, reservation attachment, payment, and indexing guidance, accessed August 21, 2026.