ARTICLES OF INCORPORATION

OF [CORPORATION NAME]

(An Alabama General Stock Corporation)

[// GUIDANCE:
1. These Articles are intended for a for-profit, general stock corporation organized under the Alabama Business Corporation Act ("ABCA"), Code of Alabama Title 10A, Chapter 2A.
2. Verify the latest Secretary of State ("SOS") filing forms, fees, and electronic submission protocols immediately prior to filing.
3. Bracketed items MUST be completed or deleted before execution and filing.
]

TABLE OF CONTENTS

1. Document Header & Recitals
2. Definitions
3. Operative Provisions
   3.1 Name
   3.2 Corporate Purpose
   3.3 Authorized Capital Stock
   3.4 Agent for Service of Process
   3.5 Principal Office
4. Liability & Indemnification
   4.1 Limitation of Director Liability
   4.2 Indemnification
5. Dispute Resolution
6. Statutory & Administrative Matters
   6.1 Publication Requirement
   6.2 Filing Fee Schedule
7. Incorporator Information
8. Execution Block

1. DOCUMENT HEADER & RECITALS

These Articles of Incorporation (the "Articles") are executed on [EFFECTIVE DATE] by the undersigned incorporator (the "Incorporator") for the purpose of forming an Alabama corporation pursuant to, and in accordance with, the Alabama Business Corporation Act.

2. DEFINITIONS

For purposes of these Articles, the following terms have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings assigned under the ABCA.

"Articles" means these Articles of Incorporation, as amended from time to time.
"Board" means the Board of Directors of the Corporation.
"Bylaws" means the duly adopted bylaws of the Corporation, as amended.
"ABCA" means the Alabama Business Corporation Act, Code of Alabama Title 10A, Chapter 2A, as amended.
"Corporation" means [CORPORATION NAME].
"Incorporator" has the meaning set forth in Section 7 below.

[// GUIDANCE: Add or delete definitions to align with supplemental provisions inserted into Articles or Bylaws.]

3. OPERATIVE PROVISIONS

3.1 Name

The name of the corporation is [CORPORATION NAME] (the "Corporation"). The name shall include one of the following words or an abbreviation thereof as required by the ABCA: "Corporation," "Incorporated," or "Company."

3.2 Corporate Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the ABCA.

[OPTIONAL – SPECIFIC PURPOSE CLAUSE]
Notwithstanding the foregoing general purpose, the Corporation's primary business shall be [DESCRIBE SPECIFIC BUSINESS], and it shall possess all powers necessary to accomplish the same.

3.3 Authorized Capital Stock

a. The Corporation is authorized to issue [NUMBER] shares of [CLASS] common stock with a par value of $[PAR VALUE] per share.
b. [OPTIONAL] The Board is authorized, within the limitations and procedures prescribed by the ABCA and the Bylaws, to issue preferred shares in one or more series, to fix rights, preferences, privileges, and restrictions thereon, and to reclassify unissued shares.

[// GUIDANCE: For multiple classes/series, insert a full capitalization table and attach as "Exhibit A – Share Classes & Rights."]

3.4 Agent for Service of Process

The name and Alabama street address of the initial Agent for Service of Process is:

• Name: [AGENT NAME]
• Address: [STREET], [CITY], AL [ZIP]

[// GUIDANCE: A natural person must provide an Alabama street address; a registered corporate agent may be designated if currently listed with the SOS.]

3.5 Principal Office

The initial address of the Corporation's principal executive office is:
[STREET], [CITY], AL [ZIP].

4. LIABILITY & INDEMNIFICATION

4.1 Limitation of Director Liability

To the fullest extent permitted by the Alabama Business Corporation Act, no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for (i) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (ii) liability for unlawful distributions pursuant to Section 10A-2A-8.33 of the ABCA, or (iii) any transaction from which a director derives an improper personal benefit.

No amendment or repeal of this Article 4.1 shall adversely affect any right or protection of a director existing at or prior to the time of such amendment or repeal.

4.2 Indemnification

The Corporation shall indemnify, and may advance expenses to, its agents (as defined in Section 10A-2A-8.50 of the ABCA) to the fullest extent allowed by law, subject to the procedures and limitations set forth in the ABCA and the Bylaws. The Board may adopt Bylaw provisions or agreements expanding or clarifying the scope of such indemnification provided they do not reduce the protection afforded by this Article.

[// GUIDANCE: Mirror indemnification provisions in your Bylaws to avoid conflicts. Consider D&O insurance procurement covenant.]

5. DISPUTE RESOLUTION

5.1 Governing Law

All internal affairs of the Corporation shall be governed by and construed under the laws of the State of Alabama (without regard to its conflict-of-laws principles).

5.2 Exclusive Forum for Internal Corporate Claims

Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court of [COUNTY] County, Alabama (or, if such court lacks subject-matter jurisdiction, the federal courts located in Alabama) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer, or shareholder of the Corporation, (iii) any action asserting a claim arising pursuant to the ABCA or the Corporation's Articles or Bylaws, and (iv) any action asserting a claim governed by the internal-affairs doctrine.

[// GUIDANCE: Alabama permits forum selection provisions. Re-confirm enforceability and update court coordinates as needed.]

5.3 Injunctive Relief

Nothing herein precludes any party from seeking temporary, preliminary, or permanent injunctive relief or specific performance in any court of competent jurisdiction to prevent irreparable harm.

[OPTIONAL]

5.4 Arbitration

The Corporation may, in its Bylaws or by separate agreement, require that certain disputes be resolved by binding arbitration administered in Alabama under [ARBITRATION RULES].

[// GUIDANCE: Section 5.4 is intentionally bracketed; omit if arbitration will be addressed exclusively in Bylaws or separate agreements.]

6. STATUTORY & ADMINISTRATIVE MATTERS

6.1 Publication Requirement

Alabama does not presently require publication of Articles of Incorporation. Should any future statute or regulation impose a publication requirement, the Corporation shall comply at its own expense.

6.2 Filing Fee Schedule

a. Base filing fee to the SOS for Articles of Incorporation: $200 minimum (as of [LATEST FEE DATE]).
b. Additional fees may apply based on authorized shares and par value.
c. Expedited processing options incur additional charges set forth in the current SOS fee schedule.

[// GUIDANCE: Always consult the Alabama SOS website for updated fee schedules immediately prior to filing. Fees change periodically.]

7. INCORPORATOR INFORMATION

Name of Incorporator: [INCORPORATOR NAME]
Address: [STREET], [CITY], [STATE] [ZIP]

[// GUIDANCE: The incorporator's role ceases upon the filing of these Articles and the appointment of the initial Board.]

8. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation under penalty of perjury under the laws of the State of Alabama on the date set forth below.

_______________________________________
[INCORPORATOR NAME], Incorporator
Date: _________________________________

(Notarization not required for SOS filing)
[// GUIDANCE:
* File electronically via the Alabama SOS business filings portal or mail the original signed Articles to the SOS, Business Services Division.
* Retain a stamped copy for corporate records.
* Adopt initial Bylaws and hold the first Board meeting promptly after filing.
]