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Establishing and operating a corporation in Alabama comes with certain responsibilities and restrictions. You begin by filing your articles of incorporation, and you must file an annual report with the Alabama Secretary of State each year between January 1 and March 15.
Articles of Incorporation
To start an Alabama corporation you must file your articles of incorporation with your county probate judge who then sends a copy to the Alabama Secretary of State. Certain information must be included in your articles of incorporation:
- Name, address, and signature of each incorporator
- Statement of the corporation’s purpose
- Stock share classes and the number of shares in each class
- Name of initial registered agent
- Address of initial registered office
- Principal office address
- Name and address of any alien affiliates
You may also include other optional information that you wish to formalize, such as the shareholders’ right to establish initial bylaws.
Your corporation must have a registered agent in the state of Alabama. The registered agent is authorized to accept legal process served against the corporation, and correspondence from the state.
The registered agent must be an adult who lives in Alabama or a corporation authorized to do business in the state.
The bylaws of the corporation do not have to be registered with the state, but must be maintained at the corporation’s principal executive office. The board of directors is responsible for adopting the bylaws unless specified in the articles of incorporation that the shareholders have this right.
An Alabama corporation must have at least one director, and can have more. A minimum and/or maximum number of directors can be specified in the articles of incorporation or the bylaws, but do not have to be.
Directors must be at least nineteen years old. Directors do not have to be residents of Alabama or shareholders of the corporation, by law, but the articles of incorporation or bylaws can require either or both.
It is not necessary to name the director or directors in the articles of incorporation.
Naming Your Corporation
There are some rules for naming your corporation:
- The name must end in “Corporation” or “Incorporated”, or if it is a banking corporation “Bank”, “Bankers”, or “Banking”.
- The name cannot be the same as another registered Alabama business or another reserved name in Alabama.
- The name cannot imply that the corporation was formed for a purpose different from the one stated in the articles of incorporation.
- Certain words and phrases are restricted.