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GEC Group, LLC.
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Phone: (954) 318-2787
Toll Free: (877) 261-6823
Fax: (954) 318-2790
UCC Filing & Search Services, Inc.
526 E. Park Avenue
Tallahassee, FL 32301
Phone: (850) 681-6528
Toll Free: (800) 822-5436
Fax: (800) 424-7979
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Secretary of State
Status Search
Forms
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| Fax File: |
UCC: No
Corporate: No |
| E File: |
UCC: No
Corporate: No |
| Expedited Services: |
UCC: No
Corporate: Yes ($10 fee for "guaranteed" 3 day turnaround. Routine is 2-10 days turnaround. Incorporations are not filed at the SOS office). |
| Name Reservations: |
For-profit domestic and foreign corporations may reserve a name for 120 days. There is no provision for name reservations for non-profit corporations, LLCs, LP or LLPs. |
| Preclearance: |
No |
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| Apostilles and Authentications (Alabama) |
| Contact Information (Alabama) |
| Domestic Corporate Dissolution Summary (Alabama) |
| Domestic Corporation Summary (Alabama) |
| Foreign Qualification Summary (Alabama) |
| LLC Formation Summary (Alabama) |
| UCC Contact Information (Alabama) |
| UCC Filings (Alabama) |
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Apostilles and Authentications (Alabama)
The Alabama Secretary of State (AL SOS) provides apostilles and authentications for $5.00 per document. No expedited services are available. Turnaround time is typically 5 business days.
NOTE: Certifications require each notarized document to have an additional county authentication of the notary commission. These certifications are issued by the office of the probate judge in the county where the notary resides. For Jefferson County, the certification is issued by the office of the circuit clerk.
Additional SOS information.
Additional county information.
About Authentication and Apostilles
Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.
If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.
In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.
If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the AL SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.
Posted by: dannunciata
Updated: June 30, 2008
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Contact Information (Alabama)
Physical Address:
Alabama Secretary of State
Corporations Division
11 S. Union St. Suite 207
Montgomery, AL 36104
Mailing Address:
Alabama Secretary of State
Corporations Division
PO Box 5616
Montgomery, AL 36103-5616
Corporations:
Voice: 334-242-5324
FAX: 334-240-3138
UCC Division:
Voice: 334-242-5231
FAX: 334-353-8269
Posted by: jwhite
Updated: June 30, 2008
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Domestic Corporate Dissolution Summary (Alabama)
Pursuant to AL Code, § 10-2A-14.01, to successfully dissolve an Alabama corporation, Articles of Dissolution are filed.
Tax Clearance: No tax clearance is required.
Consents:
Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.
After Stock Issuance: Resolution of the board of directors and 2/3 of all voting shareholders.
Execution and Filing: Articles of Dissolution are executed by an officer of the corporation. File original and two copies with the Judge of Probate in the county where the original articles of incorporation are filed with the Secretary of State and Judge of Probate fees attached.
Filing fee: Probate fee is $10.00, Secretary of State fee is $20.00.
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.
For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
Posted by: dannunciata
Updated: March 04, 2012
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Domestic Corporation Summary (Alabama)
Pursuant to the Alabama Business Corporation Act (Ala. Code § 10-2A-1.01 et seq.), a corporation forming in Alabama files Articles of Incorporation with the Alabama Secretary of State (AL SOS).
Prior to forming a corporation in AL, the name must be reserved. The name reservation may be done Online .
Corporate Name: The corporate name must contain the word "corporation" "incorporated" or abbreviation thereof.
Maximum Stock for Minimum Filing Fee: None. If the stock has no par value, a Sworn Statement stating the value of shares must be filed with the articles.
No. of Directors: The corporation may have 1 director.
Paid in Capital: There is minimum amount of paid in capital required to commence business.
Purpose: Specific business purpose is required.
Preemptive Rights: Denied unless specifically granted.
Cumulative Voting: Granted unless specifically denied.
Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Alabama.
Execution and Filing: File the original and two copies of the Articles of Incorporation and the Certificate of Name Reservation in the county where the corporation's registered office is located. The Probate Judge collects the AL SOS fee.
Filing Fee: $40.00
Regulated Industries: Restrictions are imposed on business names that include the following:
- Bank, Banc, Banking, Bankers or Trust will need permission from the State of Alabama Banking Department. For more information, contact the State Banking Department at (334) 242-3452.
- To use "engineer" or "engineering" in a business title, the business must have an engineer on staff licensed by the Alabama Engineers & Land Surveyors Board.
- "Olympic" or "Olympiad" are prohibited by the U.S. Olympic Committee.
Post-Filing: Within 2 1/2 months after the date of incorporation submit a Combined Initial Business Privilege Tax Return, Corporate Shares Tax Return and Annual Report to the Alabama DOR.
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of formation. The separate legal existence of a corporation begins when the charter is filed with the Secretary of State of the state of formation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: dannunciata
Updated: May 08, 2012
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Foreign Qualification Summary (Alabama)
Pursuant to the Alabama Business Corporation Act (Ala. Code § 10-2A-15.01 et seq.), a foreign corporation, may not transact business in Alabama until it files an Application for Certificate of Authority with the Alabama Secretary of State (AL SOS).
Prior to registering a foreign corporation in AL, the name must be reserved. The name reservation may be done Online .
Name Reservation Requirement. The name must be reserved prior to filing. This can be done online. Once confirmation is received that the name is available, that confirmation is attached to the Application for Certificate of Authority. The name must contain "corporation" "incorporated" or abbreviations thereof.
Officers and Directors: A list of officers and directors with addresses is required.
Certified Articles: The certificate of authority must be accompanied by the articles or certificate of incorporation and all amendments, no more than six months old, duly certified by the secretary of state of the domestic state. Certificates of status, existence and good standing are unacceptable.
Filing and Execution: The filing is signed by an officer of the company. Originals are not required. Faxed copies will suffice.
Filing Fee: Filing fee is $150.00, $100 expedite fee. Routine turnaround time is about 4 months, expedited is 7-10 business days.
Penalty for Doing Business prior to Registration: If the company has done business prior to the qualification date, the penalty is $150 per year. The penalty starts in prior years and no in the year the qualification is filed.
Post-Filing: Submit to the AL Department of Revenue within 2 ½ months after the date of registration the Combined Initial Business Privilege Tax Return, Corporate Shares Tax Return and Annual Report.
Additional Information.
Foreign Qualifications, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: dannunciata
Updated: November 28, 2012
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LLC Formation Summary (Alabama)
Pursuant to the Alabama Limited Liability Company Act (Ala. Code, § 10-12-1.01 et seq.), a limited liability company forming in Alabama files Domestic LLC Articles of Organization with the Alabama Secretary of State (AL SOS).
Prior to forming an LLC in AL, the name must be reserved. The name reservation may be done Online .
LLC Name: The LLC name must contain "Limited Liability Company" or "L.L.C." or "LLC"
No. of Members: The LLC may have 1 member.
Purpose of Business: Articles must include a brief nature of business.
Execution and Filing: Signed by "organizer(s)" or members. Duplicate originals of the articles are filed with the Probate Judge in the county where the company's principal office is located.
Filing Fees: $40.
Post-Filing: Within 2 1/2 months after the date of incorporation submit a Combined Initial Business Privilege Tax Return, Corporate Shares Tax Return and Annual Report to the AL Department of Revenue.
Additional Information
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: dannunciata
Updated: May 08, 2012
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UCC Contact Information (Alabama)
UCC Division
Voice: 334-242-5231
FAX: 334-353-8269
Physical Address:
Secretary of State
UCC Division
11 S. Union St. Suite 200
Montgomery, AL 36104
Mailing Address:
PO Box 5616
Montgomery, AL 36103-5616
Posted by: jwhite
Updated: June 30, 2008
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UCC Filings (Alabama)
UCC Financing Statements are filed in Alabama with the Alabama Secretary of State (AL SOS). Fixture filings will be filed at the county level where the mortgage is registered.
Filing: UCC financing statements may be filed online.
Paper filed UCCs are filed as they are received. Without using a service company, turn around time for UCC filings to be returned to the filer is 3-5 business days.
UCC Forms
Fees
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: dannunciata
Updated: July 23, 2008
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