Nonprofit Corporation Formation Filing in Alabama

At a glance

Requirements one by one

Incorporators, name, and membership

Under § 10A-3A-2.01, one or more incorporators execute a certificate of incorporation and deliver it to the Secretary of State. Section 10A-3A-2.02(a) requires each incorporator's name and address, a compliant corporate name, a statement that the entity is incorporated under Chapter 3A, and an express statement that it will or will not have members. Section 10A-1-5.03(a) generally requires the name to be distinguishable in the Secretary's records; § 10A-1-5.04(b) exempts nonprofits from the corporate-word designator rule.

Purpose and first directors

Under § 10A-3A-2.02(b)(1)–(2), an initial-director list, purpose terms, member-class terms, and director-selection terms are optional certificate content. If the certificate does not name initial directors, § 10A-3A-2.04(a)(2) directs the incorporators to elect initial directors or a board at an organizational meeting after incorporation.

Registered office and agent

The certificate must give the initial registered office's street and mailing addresses, its Alabama county, and the agent's name (§ 10A-3A-2.02(a)(2)). Under § 10A-1-5.31, the registered office must have an Alabama street address where process may be served. An eligible agent is an Alabama resident individual or a domestic entity or registered foreign entity; the agent maintains a business office at that same address. The statute bars an agent serving solely through a virtual office or mail forwarding service.

Signatures, fee, and effective date

Under § 10A-3A-1.04(a)(1) and § 10A-3A-1.04(b), incorporators sign with their names and capacities. A seal, attestation, acknowledgment, and verification are optional. The certificate fee is $200 (§ 10A-1-4.31(a)(1)a). Under § 10A-1-3.01(c) and § 10A-1-4.11, existence begins when the certificate filing takes effect, ordinarily on actual receipt by the filing officer. A later specified date and time is permitted within 90 days of delivery (§ 10A-1-4.12); if a delayed date has no time, the statute supplies 12:01 a.m.

What trips people up

The certificate must say whether members will exist; the statute does not leave this to inference from a nonprofit label (§ 10A-3A-2.02(a)(5)). The registered office is an Alabama street location for service, and the agent's business office must share its address (§ 10A-1-5.31(b)–(c)).

Common questions

Must the name contain “Inc.” or “Corporation”?

No. Section 10A-1-5.04(b) exempts nonprofit corporations from that designator rule, although § 10A-1-5.03(a) still limits confusingly similar names.

Must the certificate describe a purpose?

No purpose statement appears in § 10A-3A-2.02(a)'s mandatory list; § 10A-3A-2.02(b)(2)(i) expressly permits one as optional content.

Statutes and sources

Verbatim excerpts of the current Alabama Code, section-specific official URLs, and access dates appear in the statute entries above.