If you need to change something important about your business in Alabama, like its name, you’ll need to file an amendment to your Certificate of Incorporation. Keep reading below to learn how to do this!
A Certificate of Incorporation (COI) is the foundational document of your registered business. The State of Alabama sometimes calls this a Certificate of Formation. The COI contains details about who the corporation’s owners are, where the corporation resides, and other fundamental information about the business. The Alabama state law governs what business owners need to include in their COI.
Need to form your business first? No problem. We can set up your Alabama corporation and make sure you start out on the right foot.
The State of Alabama requires an up-to-date COI for your registered business to receive corporate legal benefits. If any material COI information needs to be changed, updated, or additional corporate articles added, the corporation must inform the State of Alabama.
Three reasons that a registered business might file an Alabama Certificate of Incorporation amendment include:
In Alabama, both the board of directors and the shareholders can update the Certificate of Incorporation unless the corporate bylaws specify otherwise.
If your company’s COI isn’t current, you won’t be able to obtain an Alabama Certificate of Compliance (called Certificate of Good Standing in most states) until the Certificate of Incorporation is amended. You won’t receive a fine if you don’t update your Certificate of Incorporation, but your business may come to a halt if you can’t get a Certificate of Compliance.
Examples of the indirect penalties for failure to get a Certificate of Compliance include the following:
Keeping your Alabama Certificate of Incorporation updated is essential to the potential growth of your registered business. Don’t take any chances when you’re updating your COI. We can empower you to keep your registered business running in top form with our Worry-Free Compliance service, which includes two amendments per year.
Registered businesses must submit a properly completed Domestic Business Corporation Amendment to Formation/Articles form to the probate judge in the county in which their business was first registered. An Amendment to Certificate of Incorporation (ACI) explains to the state the changes the company wants to make to its COI.
Most of the changes that need to be to be reported in an Alabama Amendment to Certificate of Incorporation can be identified in the company’s Articles of Incorporation. Changes often include extending the term of the corporation or deleting the names of the initial incorporators. A company name change also needs to be reported.
Filing your ACI requires two pieces of additional information: your company’s Alabama Entity ID Number, and an original signature by an authorized signatory under the law. The Alabama Entity ID Number is a six-digit number that’s unique to each Alabama registered business. You can find this number on the Secretary of State’s website.
The ACI document may be signed by any of the following individuals:
You’ll also need to ensure that the signature is “original,” meaning it cannot be photocopied or electronic.
The four types of ACI amendments that require additional documentation are:
A name change amendment requires a corporation to attach proof of name reservation issued by the Secretary of State’s office.
Successfully filing an ACI means being as specific as possible. Attach records of shareholder votes, board minutes, and other important proof of actions undertaken to the filing, even if they aren’t required.
If you need to change your registered agent or office, the State of Alabama also requires a separate Change of Registered Agent form in addition to an ACI. However, if you only need to change registered agent or office, you can file that form without an ACI.
We can simplify this process for you with our Alabama registered agent service. Finding, appointing, and changing your registered agent in Alabama has never been easier!
In Alabama, an Amendment to Certificate to Incorporation is filed to demonstrate material changes to a COI. Alabama also has a form called a Statement of Correction which is filed to correct mistakes like incorrect contact information and misspelled director names. For convenience, Alabama has a combined Articles of Amendment/Restated Certificate of Incorporation form to enable registered businesses to amend and correct at once.
This process of amendment versus correction can be cumbersome and confusing. Fortunately, we can make your life easier with our Worry-Free Compliance service, which includes two amendments to your Articles of Incorporation.
Keeping your Alabama Certificate of Incorporation up to date is an essential part of doing business in Alabama. Our Worry-Free Compliance service (which includes two amendments), as well as business formation, registered agent, and a separate amendment service can help you meet your Alabama business needs.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
Any registered business in Alabama that wants to make material changes to its Certificate of Incorporation.
Check the Alabama Secretary of State’s website for the most current fee schedule. You will also need to check the recording fee for the probate judge in the county where your Alabama Corporation was formed. Each judge may charge a different fee.
Anyone can file the paperwork, however, they need to obtain the Alabama Entity ID Number and original signatures from authorized signatories in order to file.
The Amendment isn’t filed directly with the Secretary of State, rather it’s filed with the probate judge in the county where your Alabama corporation was formed.
No, the Alabama Amendment to Certificate of Incorporation and the annual report are two separate documents with different purposes.
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Corporate Amendment in Your State
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