Corporation Reinstatement, Revival, and Revivor Packet

ALABAMA CORPORATION REINSTATEMENT, REVIVAL, AND REVIVOR PACKET

Current-law warning. Former Ala. Code § 10A-2-14.22, which supplied a two-year administrative-dissolution reinstatement route, was repealed effective January 1, 2020. Do not use that repealed route or its tax-certificate checklist as current law.

Scope gate. Use only for a domestic business corporation after counsel identifies one of the current routes below. Excludes foreign, nonprofit, professional, regulated, insolvent, merged, converted, and judicially dissolved corporations.

1. STATUS AND ROUTE RECORD

Attach the Secretary of State record, every dissolution or status filing, certificate of incorporation and amendments, bylaws, board and stockholder approvals, stock ledger, tax correspondence, and the transaction or claim requiring corporate existence.

2. CHOOSE ONE CURRENT ROUTE

Route A — 120-day revocation of voluntary dissolution

Under § 10A-2A-14.04, a corporation may revoke its dissolution and be reinstated within 120 days after the dissolution's effective date. Authorization ordinarily follows the same manner as the dissolution unless the prior authorization permitted board-only revocation. The certificate of revocation of dissolution and reinstatement must include the statutory statements and be filed with a copy of the certificate of dissolution.

☐ Filing is within 120 days after the effective date.

☐ The correct board, incorporator, and/or stockholder authorization path is documented.

☐ Certificate states the corporate name, dissolution effective date, authorization date and method, and Secretary of State identifier.

Route B — purpose-limited reinstatement

Section 10A-1-9.32 permits reinstatement, when the entity-specific chapter does not otherwise provide it, only if legal existence is necessary to: convey or assign property; settle or release a claim or liability; take an action; or sign an instrument or agreement.

☐ The exact statutory purpose is identified and supported by the underlying instrument, property, claim, liability, or action.

☐ Counsel has confirmed the filing instrument, approvals, signer, and effect for this limited route with the Secretary of State.

☐ No broader return to ordinary operations is promised from a purpose-limited statute.

3. NAME AND FILING CONTROL

Under § 10A-1-5.18, a reinstated entity keeps its name if the name then complies with Article 5. If it does not, the post-reinstatement name is the former name followed by the word “reinstated.”

☐ Current form availability, filing method, fee, and any Alabama Department of Revenue prerequisite confirmed directly before filing.

4. EFFECT REVIEW

For a timely § 10A-2A-14.04 revocation, the corporation is deemed to have continued as if dissolution had never occurred, including post-dissolution rights, debts, obligations, and liabilities; however, rights of persons who relied on the dissolution before notice are protected.

Do not automatically apply that effect rule to a § 10A-1-9.32 purpose-limited reinstatement. Record the precise agency acceptance and obtain legal analysis of each gap-period act.

5. POST-ACCEPTANCE WORK

☐ Secretary of State record and certificate show the intended status and name.

☐ Accepted filing, approvals, receipts, and supporting purpose documents saved.

☐ Tax accounts, licenses, banks, insurance, contracts, litigation, property records, and foreign qualifications reviewed separately.

☐ No repealed § 10A-2-14.22 representation remains in the filing packet or advice record.

Prepared by: [________________________________]

Authorized reviewer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Alabama Legislature — § 10A-2A-14.04
• Alabama Legislature — § 10A-1-9.32
• Alabama Legislature — § 10A-1-5.18
• 2025 Alabama Code mirrors — § 10A-2A-14.04 and § 10A-1-9.32

Current routes verified 2026-07-29; the official Code application exposed only its shell through Sofya, so recheck operative text and the agency-selected filing instrument immediately before use.