Articles of Incorporation - Alabama

CERTIFICATE OF FORMATION

(ARTICLES OF INCORPORATION)

OF [________________________________]

(An Alabama Business Corporation)

Filed with the Alabama Secretary of State, Business Services Division

TABLE OF CONTENTS

1. Document Header and Recitals
2. Corporate Name
3. Corporate Purpose
4. Registered Agent and Registered Office
5. Principal Office
6. Duration
7. Authorized Capital Stock
8. Initial Directors
9. Limitation of Director Liability
10. Indemnification
11. Preemptive Rights
12. Optional Provisions
13. Amendment Provisions
14. Exclusive Forum
15. Incorporator Information
16. Execution Block
17. Filing Instructions
18. Sources and References

Important Note: Alabama enacted the Alabama Business Corporation Law (Chapter 2A of Title 10A) effective January 1, 2020, replacing the prior Chapter 2 provisions. These Articles are drafted under the current Chapter 2A framework. The filing document is technically a "Certificate of Formation" under the new law, though many practitioners still refer to it as "Articles of Incorporation."

ARTICLE 1. DOCUMENT HEADER AND RECITALS

This Certificate of Formation (the "Certificate" or "Articles") is executed on [__/__/____] by the undersigned incorporator(s) (the "Incorporator(s)") for the purpose of forming a business corporation under the Alabama Business Corporation Law, Code of Alabama Title 10A, Chapter 2A (the "ABCL").

The Incorporator(s) hereby adopt(s) the following Articles in compliance with Ala. Code § 10A-2A-2.02:

ARTICLE 2. CORPORATE NAME

2.1 The name of the corporation is:

[________________________________]

(the "Corporation").

2.2 The corporate name contains the word [☐ "Corporation" / ☐ "Incorporated" / ☐ "Company"] or an abbreviation thereof [☐ "Corp." / ☐ "Inc." / ☐ "Co."], as required by the ABCL.

2.3 The corporate name is distinguishable from the name of any other entity on file with the Alabama Secretary of State.

Practice Note: Verify name availability through the Alabama Secretary of State business entity search at https://www.sos.alabama.gov/government-records/business-entity-records. A name may be reserved for 120 days by filing a name reservation application.

ARTICLE 3. CORPORATE PURPOSE

3.1 General Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the ABCL.

3.2 Specific Purpose (Optional). [If applicable:] In addition to the general purpose stated above, the Corporation's primary business shall be:

[________________________________]
[________________________________]

The Corporation shall possess all powers necessary, incidental, or convenient to accomplish the foregoing purposes, including all powers enumerated in Ala. Code §§ 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.

ARTICLE 4. REGISTERED AGENT AND REGISTERED OFFICE

4.1 The name of the Corporation's initial registered agent is:

[________________________________]

4.2 The Alabama street address of the initial registered office is:

[________________________________]
City: [________________________________], Alabama [____]
County: [________________________________]

4.3 The mailing address (if different from street address):

[________________________________]

4.4 The registered agent is (select one):

☐ An individual who is a resident of the State of Alabama
☐ A domestic entity authorized to serve as registered agent
☐ A foreign entity authorized to transact business in Alabama

Note: Under Ala. Code § 10A-2A-5.01, the registered office must be at a physical street address in Alabama. The registered agent's business office must be identical to the registered office address.

ARTICLE 5. PRINCIPAL OFFICE

The initial principal office of the Corporation shall be located at:

[________________________________]
City: [________________________________], State: [____] ZIP: [____]

The Board of Directors may change the location of the principal office at any time without amending these Articles.

ARTICLE 6. DURATION

The Corporation shall have (select one):

☐ Perpetual existence, unless dissolved in accordance with the ABCL.
☐ Limited duration, and shall continue in existence until [__/__/____] or until dissolved in accordance with the ABCL.

ARTICLE 7. AUTHORIZED CAPITAL STOCK

7.1 Total Authorized Shares

The Corporation is authorized to issue the following shares of capital stock:

7.2 Common Stock

(a) Voting Rights. Each share of Common Stock shall entitle the holder to one (1) vote on all matters submitted to a vote of stockholders.

(b) Dividend Rights. Holders of Common Stock shall be entitled to receive dividends when and as declared by the Board of Directors out of funds legally available therefor, subject to the rights of holders of Preferred Stock, if any.

(c) Liquidation Rights. In the event of the liquidation, dissolution, or winding up of the Corporation, holders of Common Stock shall be entitled to share ratably in the Corporation's net assets remaining after payment of all debts and liabilities and after satisfaction of the liquidation preferences of any Preferred Stock.

7.3 Preferred Stock (Optional)

☐ Blank Check Preferred. The Board of Directors is authorized, within the limitations prescribed by the ABCL, to provide for the issuance of Preferred Stock in one or more series, and to fix by resolution the designations, powers, preferences, rights, qualifications, limitations, and restrictions of each series, including:

(a) The number of shares constituting each series;
(b) The dividend rate and whether dividends shall be cumulative;
(c) The liquidation preference per share;
(d) Conversion rights, if any;
(e) Redemption rights and prices, if any;
(f) Voting rights, if any; and
(g) Sinking fund provisions, if any.

(Ala. Code § 10A-2A-4.02)

Filing Fee Note: Alabama's filing fee is based in part on the number of authorized shares and par value. See Section 17 for fee details.

ARTICLE 8. INITIAL DIRECTORS

8.1 The number of initial directors of the Corporation is [____].

8.2 The names and addresses of the initial directors are:

8.3 The initial directors shall serve until the first annual meeting of stockholders and until their successors are elected and qualified.

Note: Under the ABCL, a corporation must have at least one director. Directors need not be residents of Alabama or stockholders of the Corporation unless required by the Articles or Bylaws.

ARTICLE 9. LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the ABCL (Ala. Code § 10A-2A-8.58), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any action taken, or any failure to take any action, as a director, except liability for:

(a) The amount of a financial benefit received by a director to which the director is not entitled;

(b) An intentional infliction of harm on the Corporation or the stockholders;

(c) A violation of Ala. Code § 10A-2A-8.33 (unlawful distributions);

(d) An intentional violation of criminal law; or

(e) A breach of the director's duty of loyalty to the Corporation or its stockholders.

No amendment to or repeal of this Article 9 shall adversely affect any right or protection of a director existing at or prior to the time of such amendment or repeal.

ARTICLE 10. INDEMNIFICATION

10.1 The Corporation shall indemnify, and may advance expenses to, its directors and officers to the fullest extent permitted by the ABCL (Ala. Code § 10A-2A-8.50 et seq.), subject to the procedures and limitations set forth in the ABCL and the Bylaws.

10.2 The Board of Directors may adopt Bylaw provisions, enter into agreements, or take other actions expanding or clarifying the scope of indemnification, provided they do not reduce the protections afforded by this Article.

10.3 The Corporation may purchase and maintain directors' and officers' liability insurance.

10.4 The rights to indemnification provided in this Article shall not be exclusive of any other right to which any person may be entitled under any statute, agreement, vote of stockholders or disinterested directors, or otherwise.

ARTICLE 11. PREEMPTIVE RIGHTS

Stockholders of the Corporation (select one):

☐ Shall have preemptive rights to subscribe for or purchase their proportionate share of new issuances of shares, as provided by the ABCL.

☐ Shall not have preemptive rights. No stockholder shall have any preemptive right to subscribe for or purchase shares of any class that may at any time be issued, sold, or offered for sale by the Corporation.

ARTICLE 12. OPTIONAL PROVISIONS

Select and complete any applicable optional provisions:

☐ 12.1 Cumulative Voting. Stockholders shall [☐ have / ☐ not have] the right to cumulate votes in the election of directors.

☐ 12.2 Supermajority Voting. The following corporate actions shall require the affirmative vote of at least [____] percent of the outstanding shares entitled to vote: [________________________________].

☐ 12.3 Restrictions on Transfer. Shares of the Corporation may be subject to restrictions on transfer as set forth in the Bylaws or in a separate stockholders' agreement.

☐ 12.4 Board Authority to Amend Bylaws. The Board of Directors [☐ shall / ☐ shall not] have the authority to adopt, amend, or repeal the Bylaws without stockholder approval, except as otherwise provided by the ABCL.

☐ 12.5 [Other Optional Provisions]:
[________________________________]

ARTICLE 13. AMENDMENT PROVISIONS

13.1 These Articles may be amended in the manner prescribed by the ABCL.

13.2 Supermajority Requirement (Optional):

☐ The following Articles may be amended only by the affirmative vote of at least [____] percent of the outstanding shares entitled to vote:

[________________________________]

ARTICLE 14. EXCLUSIVE FORUM

14.1 Unless the Corporation consents in writing to the selection of an alternative forum, the Circuit Court of [________________________________] County, Alabama (or, if such court lacks subject-matter jurisdiction, the United States District Court for the [☐ Northern / ☐ Middle / ☐ Southern] District of Alabama) shall be the sole and exclusive forum for:

(a) Any derivative action or proceeding brought on behalf of the Corporation;
(b) Any action asserting a claim of breach of fiduciary duty by any director, officer, or stockholder;
(c) Any action asserting a claim arising pursuant to the ABCL, these Articles, or the Bylaws; and
(d) Any action asserting a claim governed by the internal-affairs doctrine.

14.2 Any person purchasing or otherwise acquiring any interest in shares of the Corporation shall be deemed to have notice of and consented to this Article 14.

ARTICLE 15. INCORPORATOR INFORMATION

The name and address of each incorporator is:

Each incorporator is a natural person at least eighteen (18) years of age, or an entity, as permitted by the ABCL.

ARTICLE 16. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Incorporator(s) execute(s) this Certificate of Formation (Articles of Incorporation) under the laws of the State of Alabama on the date set forth below.

Incorporator 1:

___________________________________
Name: [________________________________]
Address: [________________________________]
Date: [__/__/____]

Incorporator 2 (if applicable):

___________________________________
Name: [________________________________]
Address: [________________________________]
Date: [__/__/____]

Note: Notarization is not required for filing the Certificate of Formation with the Alabama Secretary of State.

17. FILING INSTRUCTIONS

Filing Methods

Filing Fees

Note: Alabama charges a minimum filing fee of $200 for the Certificate of Formation. Additional fees may apply based on the number of authorized shares and par value. The Alabama Secretary of State provides a fee calculator on their website. Additionally, Alabama imposes a business privilege tax (Ala. Code § 40-14A) that applies to all corporations organized in or doing business in Alabama.

Required Filings

☐ Certificate of Formation, signed by all incorporator(s)
☐ Filing fee (minimum $200)
☐ Probate judge filing (Alabama requires dual filing with county probate court in the county of the registered office)

Post-Filing Checklist

☐ Receive filed Certificate of Formation from Secretary of State
☐ File with Probate Judge of county where registered office is located
☐ Hold organizational meeting to adopt Bylaws, elect directors and officers
☐ Obtain Federal Employer Identification Number (EIN) from IRS
☐ Register for Alabama state taxes
☐ Obtain Alabama business license
☐ Open corporate bank account
☐ Issue stock certificates or record shares
☐ Adopt corporate Bylaws
☐ File initial annual report
☐ Consider S corporation election (IRS Form 2553) if applicable
☐ Register for Alabama business privilege tax (Form PPT)

County Probate Court Filing

Important Alabama Requirement: Under Alabama law, the Certificate of Formation must be filed not only with the Secretary of State but also with the Probate Judge of the county in which the corporation's registered office is located. Failure to file with the Probate Court may affect the corporation's standing. Contact the appropriate County Probate Court for local filing fees and procedures.

Publication Requirement

Alabama does not require publication of Articles of Incorporation.

18. SOURCES AND REFERENCES

• Ala. Code § 10A-2A-2.02 – Certificate of Formation: https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-2/
• Ala. Code § 10A-2A-2.01 – Incorporators
• Ala. Code § 10A-2A-4.01 – Authorized Shares
• Ala. Code § 10A-2A-4.02 – Terms of Class or Series
• Ala. Code § 10A-2A-5.01 – Registered Agent Requirements
• Ala. Code § 10A-2A-8.58 – Limitation of Liability of Directors
• Ala. Code § 10A-2A-8.50 – Indemnification Provisions
• Ala. Code § 10A-1-2.11 – Entity Powers
• Ala. Code § 40-14A – Business Privilege Tax
• Alabama Secretary of State – Business Services: https://www.sos.alabama.gov/government-records/business-entity-records

This template is provided for informational and educational purposes only. It does not constitute legal advice. Articles of Incorporation must be tailored to each corporation's specific capital structure, governance needs, and any stockholder or investor agreements. All statutory citations should be verified against current Alabama Code. The Alabama Secretary of State may update forms, fees, and procedures at any time. Consult a licensed Alabama attorney before filing.