In this article, we will explain everything you need to know about how to incorporate your business in the State of Alabama. SunDoc would be happy to handle some or all of the incorporation paperwork on your behalf. We are a business filing company handling all 50 states.

You don't need a lawyer in order to file incorporation paperwork, but you may need professional consultation on some of the related matters. Nothing in this article should be construed as tax, legal, or accounting advice. Make sure to consult licensed professionals when it comes to getting specific advice for your situation.

Overview

To create the corporation you file Articles of Incorporation with the Secretary of State. You'll need a company name that's available to use. You'll need to know which of several types of corporation you're choosing, your corporate address, and who's your Registered Agent. Also you'll need to state how many shares you're authorizing the corporation to issue, and perhaps the number of shareholders, depending on type of corporation chosen.

Outside of the filing itself, you'll need your Federal Tax ID Number (EIN) from the IRS. You'll need to know who your corporate officers are, and any directors. You'll need an initial Board of Directors meeting to adopt bylaws, which are not filed with the state but kept in your own records, and to appoint officers, who are not required to be listed in the articles of incorporation.

Once incorporated you will have to file your first Annual Report with the State of Alabama. There is a fee to file the Annual Report. This document lists your corporation’s directors and officers. Consult your accountant or tax attorney for advice on Alabama taxation.

Incorporating

The General Stock Corporation is the most common corporation type. General Stock Corporations have an unlimited potential number of shareholders. You can choose to be a Close Corporation as well, which sets a limit in the articles on the number of shareholders you can have (cannot exceed 35). A Professional Corporation is also mandated by the State of Alabama for certain professionals.

The forms supplied by Alabama for download off the Internet meet the minimum requirements of the Alabama Corporations Code. Still, if you like, you can create your own forms in order to meet your specific needs. Your attorney can draw up a document from scratch.

For instance: Default articles of incorporation will limit the corporation to one class of shares. However, this can be easily changed by using custom documents. Also, initial directors can be named in the articles if you choose to do so. This is possible as long as all directors sign the document and are included.

Every corporation must have a President, Treasurer and Secretary (three officers). If you choose to do so, a single person can fill every role. For the most part, an Alabama corporation has to have at least three directors. This is true except in unique cases where zero shares have been issued or where there are less than three shareholders. The bylaws will usually describe the number and limit of directors (unless this is stipulated in the articles).

Your corporate bylaws can be generally amended by a vote of directors and shareholders in a meeting while the articles of incorporation can be changed only by filing an amendment with Alabama state. Methods and times of meetings and powers of directors are set forth in the bylaws, in accordance with relevant provisions of Alabama law. All meeting minutes must be kept.

A Corporate Records Book is where a corporation stores company documents, bylaws, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Alabama Corporate Kit page.

Registered Agent

Please go to our article entitled, What is a Registered Agent? Why Do I Need One? to learn more about registered agents.

Each Alabama corporation has to have a registered agent. Your registered agent will be a company or even an individual who will be reliably available at a specific address during weekly business hours. This is for legal purposes, and it’s also for communications by the state. To assist you in outsourcing your company routine, this is another service we provide at SunDoc. 

Name Search

Choosing a name for your new corporation is one of the most essential steps in incorporating. You can conduct searches for open names, or have Sundoc check name availability or reserve your corporation name for you.

In order to comply with the Alabama law and to brand your corporation in the best way possible, make sure to spend some effort on the name-choosing process. The name you ultimately choose has to be clearly available. This name will go in your articles of incorporation, and the Alabama Secretary of State will check their records to ensure that it is available. Remember: If the SOS finds that your chosen name isn’t available, they will reject your filing. Additionally, your chosen name will be rejected if it misleads the public or is too similar to another company name and leads to deception.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

If you plan on structuring your corporation as an S Corporation, you will want to be sure and read our article on C Corporation vs. S Corporation. Providing general information between the two corporate tax structures.

To speak to a live voice and for immediate assistance, please feel free to call us toll-free during weekly business hours: 1-888-595-2747.