Nonprofit Articles of Incorporation and Charitable Registration — Alabama

Nonprofit Articles of Incorporation and Charitable Registration (ALABAMA)

Quick-Reference Summary

PART A — CERTIFICATE OF FORMATION (Articles of Incorporation)

ARTICLE I — Name of the Corporation

The name of the corporation is:

[________________________________________]
(hereinafter, the "Corporation")

Name Reservation Certificate Number: [________________________________________]
Date Reserved: [__/__/____]

ARTICLE II — Membership Election (Required by Form SOSDF-5)

The Corporation (check one):

☐ has Members

☐ has no Members

ARTICLE III — Principal Office Address

The street address of the principal office of the Corporation (no P.O. box) is:

[________________________________________]
[City], Alabama [ZIP]

The mailing address (if different):

[________________________________________]

ARTICLE IV — Registered Agent and Registered Office

Registered Agent Name: [________________________________________]

Registered Office Street Address (no P.O. box):
[________________________________________]
[City], Alabama [ZIP]

Mailing address of Registered Agent (if different):

[________________________________________]

ARTICLE V — Purpose

The Corporation is organized exclusively for charitable, educational, religious, scientific, and/or literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to:

[________________________________________]
[________________________________________]
[________________________________________]

The purpose also includes the transaction of any lawful business for which nonprofit corporations may be incorporated in Alabama under Title 10A, Chapter 3, of the Code of Alabama, subject to the limitations of Article VII.

ARTICLE VI — Duration

The period of duration of the Corporation shall be perpetual unless stated otherwise in a separately filed amendment.

ARTICLE VII — Limitations on Activities

7.1 Private Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members (if any), or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes.

7.2 Legislative and Political Activities. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation (except as permitted under IRC § 501(h) if a proper election is made), and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

7.3 General Limitation. Notwithstanding any other provision of this Certificate, the Corporation shall not carry on any activities not permitted to be carried on: (a) by a corporation exempt from federal income tax under IRC § 501(c)(3); or (b) by a corporation, contributions to which are deductible under IRC §§ 170(c)(2), 2055(a)(2), or 2522(a)(2).

ARTICLE VIII — Incorporator(s)

The name(s) and street address(es) of the incorporator(s) (no P.O. boxes) is/are:

Mailing address(es) of incorporator(s) (if different from street address):

[________________________________________]

ARTICLE IX — Board of Directors

9.1 Number. The number of directors constituting the initial Board of Directors is [____]. The minimum number is three (3) under Ala. Code § 10A-3-2.09.

9.2 Initial Directors. The names and street addresses (no P.O. boxes) of the initial directors are:

ARTICLE X — Dissolution and Asset Distribution

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall distribute such assets to the federal government, or to a State or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such exempt purposes.

ARTICLE XI — Indemnification and Other Provisions

The Corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by Ala. Code §§ 10A-3-2.43 and 10A-1-7.01 et seq., as provided in the bylaws.

Whenever a provision of this Certificate of Formation is inconsistent with a bylaw, the provision of the Certificate of Formation shall control. Unless an attachment hereto provides that a change in the number of directors shall be made only by amendment to this Certificate, a change in the number of directors made by amendment to the bylaws shall be controlling.

Signature Block — Incorporator

Date: [__/__/____]

Signature as required by Ala. Code § 10A-1-3.04:

___________________________________________

Printed Name: [________________________________________]

Title / Capacity to Sign under § 10A-1-3.04: ☐ Incorporator ☐ Attorney-in-fact

PART B — FILING INSTRUCTIONS

Step 1: Reserve the Corporate Name (REQUIRED)

☐ File a Name Reservation Application with the Alabama Secretary of State at https://www.sos.alabama.gov
☐ Pay ~$28 (online; varies by method)
☐ Receive Certificate of Name Reservation — required attachment to Certificate of Formation
☐ Reservation valid for 1 year (renewable)

Step 2: Designate Registered Agent

☐ Confirm written consent of registered agent (Ala. Code § 10A-1-5.31)
☐ Agent must maintain physical Alabama street address

Step 3: Prepare the Filing Packet

☐ Complete Form SOSDF-5 (Certificate of Formation — Domestic Nonprofit Corporation)
☐ One (1) signed original + two (2) copies
☐ Attach Certificate of Name Reservation
☐ Two separate checks/money orders:

• Payable to "Secretary of State" — $200 (state filing fee, Ala. Code § 10A-1-4.31)
• Payable to "Judge of Probate" — minimum $50 (county filing fee; verify exact amount with the specific county)
  ☐ Optional expedited service: additional $100 to Secretary of State for 3-business-day processing

Step 4: File with the County Probate Judge

☐ Identify the county where the registered office is located
☐ Deliver packet (original + 2 copies + name reservation + both checks) to the Office of the Judge of Probate
☐ The Probate Judge files locally and transmits a certified copy + the $200 SOS fee to the Alabama Secretary of State within 10 days
☐ You receive a stamped copy at filing; the SOS does NOT separately mail a certificate

Step 5: Verify Indexing

☐ After approximately 1–3 weeks, search for the entity at https://www.sos.alabama.gov under "Government Records" → "Business Entity Records"
☐ Print and retain the SOS indexed record for the corporate records book

Step 6: Post-Filing Compliance (Federal)

☐ Obtain Employer Identification Number (IRS Form SS-4) at https://www.irs.gov/ein
☐ Adopt bylaws and conflict-of-interest policy at organizational meeting
☐ File IRS Form 1023 or 1023-EZ for 501(c)(3) status ($275–$600 user fee)
☐ File application for Alabama income tax exemption with Alabama Department of Revenue after IRS determination
☐ Alabama nonprofit corporations are NOT required to file an annual report with the Secretary of State

PART C — CHARITABLE SOLICITATION REGISTRATION

Cover Letter to Alabama Attorney General — Consumer Interest Division

[Date: __/__/____]

Alabama Attorney General's Office
Consumer Interest Division
P.O. Box 300152
Montgomery, Alabama 36130-0152
(physical: 501 Washington Avenue, Montgomery, AL 36104)

Email: [email protected]
Online Portal: https://ago.igovsolution.net

Re: Initial Charitable Organization Registration — [ORGANIZATION NAME]

Dear Consumer Interest Division:

Enclosed (or submitted via the AG online portal) is the initial registration of [ORGANIZATION NAME] (FEIN [__________-________]) under the Alabama Charitable Solicitation Act, Ala. Code § 13A-9-71. The Corporation has been organized as an Alabama nonprofit corporation under Ala. Code Title 10A, Chapter 3, and intends to solicit (or has solicited and received contributions exceeding $25,000 within the past 30 days) within Alabama.

Supporting documents include:

☐ Charitable Organization Registration Statement (signed and notarized)
☐ IRS Determination Letter (or Form 1023 acknowledgment if pending)
☐ Most recent IRS Form 990, 990-EZ, 990-N, or 990-PF (or initial financial statement)
☐ Articles of Incorporation / Certificate of Formation (file-stamped copy)
☐ Bylaws (current version)
☐ List of officers and directors with addresses
☐ Contracts with any professional fundraiser, professional solicitor, or commercial co-venturer
☐ Filing fee of $25 (check payable to "Alabama Attorney General")

Please direct inquiries to the undersigned.

Respectfully submitted,

___________________________________________
[Authorized Officer Name and Title]
[Address] · [Phone] · [Email]

Initial Registration Form — Required Information

Officers and Directors:

Notarization (required):

Sworn to and subscribed before me this ______ day of __________________, 20____.

___________________________________________ (Notary Public, State of [____])

My commission expires: [__/__/____]

Alabama Charities Fee Schedule

Professional fundraiser registrations expire September 30 each year. Verify current fees at https://www.alabamaag.gov/licensing-registration before filing.

Required Attachments to Initial Registration

☐ IRS Determination Letter (or Form 1023 acknowledgment if pending)
☐ Most recent IRS Form 990, 990-EZ, 990-N, or 990-PF
☐ Certificate of Formation (file-stamped copy)
☐ Bylaws (current)
☐ List of officers, directors, and key employees with addresses
☐ Professional fundraiser/solicitor/co-venturer contracts (if any)
☐ Closing statement(s) from any prior fundraising contracts (within 90 days of contract termination — Ala. Code § 13A-9-71(i))
☐ $25 filing fee

Annual Renewal — Alabama Charity Registration

Renewal Deadline: Within 90 days after the close of the fiscal year (Ala. Code § 13A-9-71(g))

Renewal Fee: $25

Renewal Required Items:

☐ Charitable Organization Renewal Statement
☐ IRS Form 990, 990-EZ, 990-N, or 990-PF for most recent fiscal year
☐ Updated officer and director list
☐ Updated contracts with professional fundraisers/solicitors/co-venturers
☐ $25 renewal fee

Important: The organization must notify the Attorney General within 10 days of any change in registration information (Ala. Code § 13A-9-71(d)).

Exemptions from Alabama Charitable Solicitation Registration

Under Ala. Code § 13A-9-71(f), the following organizations are exempt from registration:

☐ Educational institutions and their authorized and related foundations

☐ Religious organizations (church, synagogue, mosque, etc.)

☐ Political organizations (regulated separately)

☐ Fraternal, patriotic, benevolent, social, educational, alumni, health care foundation, historical, and civil rights organizations (including fraternities, sororities, and auxiliaries)

☐ Civic leagues and civic organizations soliciting contributions solely from their own membership

☐ Persons soliciting for relief of a named individual where all contributions (≤ $10,000) go to the named beneficiary without deductions

☐ Charitable organizations that do not intend to solicit, and do not actually receive, contributions exceeding $25,000 in a fiscal year, AND all fundraising is conducted by unpaid volunteers (must register within 30 days of crossing $25,000 threshold)

☐ Charitable organizations receiving allocations from an incorporated community chest or united fund (subject to conditions)

☐ Local posts, camps, chapters, or county units of bona fide veterans' organizations, volunteer firefighters, ambulance companies, rescue squads (and auxiliaries), provided all fundraising is conducted by members/family/volunteers without compensation

PART D — PRE-FILING CHECKLIST

Certificate of Formation Readiness

☐ Name Reservation Certificate obtained from Alabama Secretary of State (REQUIRED)
☐ Articles/Certificate I–XI completed with no blank required fields
☐ Membership election made (Article II)
☐ Principal office and registered office street addresses (no P.O. boxes)
☐ Purpose clause (Article V) limited to IRC § 501(c)(3) exempt categories
☐ Dissolution clause (Article X) preserved verbatim (IRS-required language)
☐ Private inurement and political activity prohibitions (Article VII) preserved verbatim
☐ Registered agent name and Alabama street address confirmed; written consent obtained
☐ At least 3 initial directors named with street addresses (Ala. Code § 10A-3-2.09)
☐ Incorporator(s) named and signing
☐ One (1) original + two (2) copies of Certificate of Formation prepared
☐ Two separate checks: $200 to Secretary of State + minimum $50 to Judge of Probate (verify county amount)
☐ Identified correct county Probate Judge office (county of registered office)
☐ Bylaws drafted (adopt at organizational meeting)
☐ Conflict-of-interest policy drafted

Federal Tax-Exempt Status Readiness

☐ FEIN obtained from IRS (Form SS-4)
☐ IRS Form 1023 or 1023-EZ prepared
☐ Application user fee available ($275 for 1023-EZ; $600 for full Form 1023)
☐ Narrative of activities prepared
☐ Three-year budget projection prepared (for 1023)

Alabama State Tax Compliance

☐ Apply for Alabama income tax exemption with Alabama Department of Revenue after IRS determination
☐ Apply for Alabama sales/use tax exemption if eligible

Charitable Solicitation Registration Readiness

☐ Determined whether registration is required or an exemption under § 13A-9-71(f) applies
☐ Registration Statement completed and notarized
☐ IRS Determination Letter (or pending acknowledgment) attached
☐ Most recent IRS Form 990/990-EZ/990-N/990-PF attached
☐ Certificate of Formation and Bylaws attached
☐ Officer/director list attached
☐ Professional fundraiser/solicitor/co-venturer contracts attached (if any)
☐ $25 fee paid
☐ Calendar tickler set for annual renewal (90 days after FY end)

Post-Filing Compliance Calendar

☐ Annual renewal with Alabama AG Consumer Interest Division (within 90 days of FY end; $25)
☐ Annual IRS Form 990, 990-EZ, or 990-N (5th month, 15th day after FY end)
☐ Notify Alabama AG within 10 days of any material change in registration information
☐ Professional fundraiser/co-venturer closing statement within 90 days of contract termination
☐ No corporate annual report required with Alabama Secretary of State for nonprofit corporations

Sources and References

• Alabama Nonprofit Corporation Law, Ala. Code Title 10A, Ch. 3: https://law.justia.com/codes/alabama/title-10a/chapter-3/
• Ala. Code § 10A-1-4.31 (Filing fees): https://law.justia.com/codes/alabama/title-10a/chapter-1/article-4/division-d/section-10a-1-4-31/
• Ala. Code § 13A-9-70 et seq. (Charitable Solicitation Act): https://www.alabamaag.gov/wp-content/uploads/2026/05/File-Alabama-Fundraiser-Commercial-Co-Venturer-Professional-Solicitors-Code.pdf
• Alabama Secretary of State — Domestic Nonprofit Corporation Certificate of Formation (Form SOSDF-5): https://www.sos.alabama.gov/sites/default/files/form-files/sosdf-5.pdf
• Alabama Attorney General — Charitable Organizations: https://www.alabamaag.gov/licensing-registration/charitable-organizations/
• Alabama AG — Professional Fundraisers and Solicitors: https://www.alabamaag.gov/licensing-registration/professional-fundraiser-or-commercial-co-venturer-and-professional-solicitors/
• Alabama AG Online Portal: https://ago.igovsolution.net
• IRS — How to Apply for 501(c)(3) Status: https://www.irs.gov/charities-non-profits/how-to-apply-for-501c3-status
• IRS Publication 557: https://www.irs.gov/pub/irs-pdf/p557.pdf