Articles of Incorporation - Alabama

ALABAMA CERTIFICATE OF INCORPORATION

CUSTOM-PROVISIONS PREPARATION WORKSHEET

Use this worksheet with the Alabama Secretary of State's current Domestic Business Corporation Certificate of Formation process. This version is differentiated from the basic Alabama filing shell by providing guarded fields for custom charter provisions authorized by the law effective August 1, 2026.

1. REQUIRED CERTIFICATE CONTENT

Article I — Corporate Name

The name of the corporation is [CORPORATION NAME, INCLUDING CORPORATION / INCORPORATED / CORP. / INC.] (the “Corporation”).

Article II — Authorized Shares

The number of shares of stock the Corporation is authorized to issue is [NUMBER].

Article III — Initial Registered Office and Agent

Alabama street address: [STREET ADDRESS]

Mailing address: [MAILING ADDRESS]

Alabama county: [COUNTY]

Initial registered agent: [REGISTERED AGENT NAME]

Article IV — Incorporators

2. OPTIONAL INITIAL DIRECTORS

☐ Include the following initial directors under Ala. Code § 10A-2A-2.02(b)(1):

☐ Do not identify initial directors in the Certificate.

3. OPTIONAL PURPOSE, GOVERNANCE, AND CAPITAL TERMS

Section 10A-2A-2.02(b)(2) permits provisions not inconsistent with law concerning corporate purposes; management and affairs; powers of the Corporation, Board, and stockholders; par value; and specified stockholder liability. Select only provisions drafted and approved by Alabama counsel.

☐ Purpose provision: [TEXT]

☐ Management or affairs provision: [TEXT]

☐ Corporate, Board, or stockholder powers provision: [TEXT]

☐ Par-value provision: [TEXT]

☐ Other provision expressly permitted in the Certificate or bylaws under § 10A-2A-2.02(b)(3): [TEXT AND AUTHORITY]

☐ No optional provision in this section.

4. OPTIONAL DIRECTOR OR OFFICER LIABILITY PROVISION

Effective August 1, 2026, § 10A-2A-2.02(b)(4) permits a Certificate provision eliminating or limiting a director's or qualifying officer's money-damages liability for action or inaction, subject to statutory exceptions. It may not eliminate liability for an improper financial benefit, intentional harm, an intentional criminal-law violation, a director's violation of § 10A-2A-8.32, or an officer claim by or in the right of the Corporation. It does not operate retroactively under § 10A-2A-2.02(i).

☐ Alabama counsel has attached a current director-only provision as Exhibit [__].

☐ Alabama counsel has attached a current director-and-qualifying-officer provision as Exhibit [__], after confirming the officer definition and any Board designation required by § 10A-2A-2.02(h).

☐ No liability provision is included.

5. OPTIONAL DIRECTOR INDEMNIFICATION PROVISION

Section 10A-2A-2.02(b)(5) permits the Certificate to permit or require indemnification of a director for liability, subject to exceptions for an improper financial benefit, intentional harm, a violation of § 10A-2A-8.32, or an intentional criminal-law violation.

☐ Alabama counsel has attached a director-indemnification provision as Exhibit [__].

☐ No Certificate-level director-indemnification provision is included.

6. OPTIONAL CORPORATE-OPPORTUNITY PROVISION

Section 10A-2A-2.02(b)(6) permits a provision limiting or eliminating a duty to offer specified corporate opportunities to the Corporation. Applying the provision to an officer or a related person of that officer also requires the post-effective-date qualified-director approval described by the statute.

☐ Alabama counsel has attached a bounded corporate-opportunity provision as Exhibit [__].

☐ No corporate-opportunity provision is included.

7. OPTIONAL FORUM PROVISION

Under § 10A-2A-2.07, the Certificate or bylaws may specify exclusive courts for internal corporate claims, subject to jurisdictional limits. The provision may not prohibit bringing those claims in Alabama courts or require arbitration. A non-internal-claim provision must also preserve at least one Alabama court with jurisdiction and satisfy the statute's relationship and subject-matter limits.

☐ Alabama counsel has attached a forum provision as Exhibit [__], expressly preserving an Alabama court with jurisdiction.

☐ No forum provision is included.

This worksheet does not include a stockholder jury-trial waiver, deemed-consent clause, arbitration requirement, or generic business-combination election.

8. EXECUTION

The undersigned incorporator executes this Certificate on [DATE].

9. FILING CHECKLIST

☐ Corporate name includes “Corporation,” “Incorporated,” or an accepted abbreviation.

☐ Alabama name-reservation certificate obtained.

☐ Required name, authorized-share number, registered-office street and mailing addresses, county, registered agent, and each incorporator's name and address completed.

☐ Every optional exhibit reviewed against the Alabama law effective on the filing date.

☐ Current Secretary of State filing process and $200 listed filing fee rechecked immediately before submission.

10. SOURCES AND REFERENCES

• Alabama Legislature — Enrolled HB248 (2026 Regular Session)
• Alabama Secretary of State — Domestic Corporations