Amending the Certificate of Incorporation in Alabama is required if you make any changes to your formed corporation. An amendment is a process through which you report the structural or any change in your corporation to the Alabama Secretary of State. To do so, you are required to follow a few simple steps. You need to get the amendment form, enter the details of the changes, and submit it to the appropriate address along with the amendment fee.
In this article, we have shared the process in detail. You will learn how to amend Alabama Certificate of Incorporation in easy steps. It will be helpful for you if you read the article till the end.
What is the Alabama Certificate of Incorporation?
The Alabama Certificate of Incorporation is a legal document that you need to file with the Secretary of State while registering your corporation in Alabama. It is similar to the Certificate of Formation you file while creating an LLC in Alabama. If you already own a corporation in Alabama, you must know what the Certificate of Incorporation is. However, those who are not aware of this document can get all the required details from this page. The Certificate of Incorporation is a set of papers that have all the information regarding your corporation and are filed with the Secretary of State. You must pay the filing fees to register your Certificate of Incorporation.
This document has information related to your corporation. Details like the name of the corp, principal address, Alabama Resident Agent details, corporation structure, directors, shareholders, and signature of the incorporators should be mentioned in the document. An online or offline form mentioning these details should be filed with the SOS at the time of forming your corporation. You must pay the filing fee to the state online or by check.
Like forming an LLC, for the corporation, it takes some time to form your business in Alabama after filing the documents. You can expedite the filing process by paying additional money over the filing fees.
It is good to make changes in your Certificate of Incorporation. When you change anything, specifcally the name, it brings good and bad effects to the company. Make sure the name change does not affect your revenue or status adversely.
– LLCBuddy Editorial Team
How to Amend the Alabama Certificate of Incorporation
There are three main steps to file your amendment to the Alabama Certificate of Incorporation. Before you proceed with the steps of filing the form, you must know what changes you can make in your corporation and what changes you cannot. Let’s start with the first step and some related information,
Step 1: Determine What Changes You Need in Alabama Corporation
Updating your Certificate of Incorporation periodically can be beneficial by making necessary changes. However, frequent alterations in structure or name may not be advisable. The first step involves determining which changes are needed and assessing their potential impact. Modifying aspects of your existing business can affect your revenue or client relationships, so it’s crucial to carefully consider whether the changes are truly necessary and what consequences they may bring.
An up-to-date Certificate of Incorporation reflects the current status of a corporation in Alabama. The key elements of your updated Certificate of Incorporation may include the advantages of being a Resident Agent, the company’s contact information, and the process for receiving legal notices, among other details.
Step 2: Review the Changes You Made in the Certificate of Incorporation
The subsequent step involves reviewing the changes. The Alabama Secretary of State may request additional supporting documents based on the modifications made to your corporation. After finalizing the changes, you can proceed to draft the Alabama corporate amendment. Consult with the SOS to determine if any other documents need to be submitted. For instance, if you are changing the business name, you might be required to submit a name change/reservation form along with the Alabama Corporate Amendment form.
What Can Be Changed in Certificate of Incorporation
It is not easy to change things in your business. Besides, there are some restrictions in changing things in your corporation in Alabama. There are things you can change, but there are things that you cannot change. I have mentioned a few points in this article that you can change above, such as the name, statement of purpose, and the number of shares issued. Now, there are things that you cannot change in the Certificate of Incorporation.
What Can not Be Changed in Alabama Corporate Amendment?
If you started a corporation in Alabama, you must initially have appointed a Resident Agent. You cannot change the initial registered agent in the Certificate of Incorporation Corporate Amendment. You can change it using other methods and forms available in the Alabama SOS.
Another point is the initial mailing address of your corporation cannot be changed in the Alabama Corporate Amendment. In this case, you can change it through other methods requiring different forms.
The third point is the initial directors who formed the corporation in Alabama. The details of the initial directors cannot be changed in the Alabama Corporate Amendment. There is no other way to change the directors’ details.
Step 3: File the Alabama Corporate Amendment
Finally, file the Alabama Corporate Amendment with the Secretary of State by the methods (online or offline) available. You must go through the filing process mentioned on the SOS official website before you start the filing process. You must pay the state fees for filing the Alabama Corporate Amendment.
If you are in Alabama and have formed an LLC, you must file the Domestic LLC Amendment in Alabama with the SOS if you make any changes to the limited liability company.
Why Amend Certificate of Incorporation in Alabama?
There can be several reasons why you make changes to your corporation. A business runs based on diverse components. From economic conditions to internal structures (shareholders and directors), the corporation can change many times in its life based on external or internal reasons.
Change of Alabama Corporation Name: The name of the corporation does not often change because it is the primary identity of any business. Sometimes, a spelling or the entire name requires to be changed for many reasons. In that case, the corporation has to file the amendment with the SOS mentioning the old and new names. They have to submit the business name change form with the amendment form.
Change of Statement of Purpose: This is a document where you explain the purpose of your corporation. The purpose says that you are involved in legal and lawful activities through your business. If you are having a nonprofit, you must have a community purpose. If you change that purpose, you must file the amendment. If you change the nature of the business or the purpose of the corporation overall, then you must file an amendment.
Change in Numbers of Stocks and Shares: Finally, if you change the number of shares or stock issues in your company, then you must amend it. It can be reduced or increased if you decide to remove or add a shareholder/partner to the corporation. In that case, it must be amended with the SOS.
Penalties for Not Filing the Amendment in Alabama
Now, one question arises when we talk about filing the amendment what happens if you don’t amend the Alabama Certificate of Incorporation? The answer is simple. You might have to pay heavy penalties if you do not file it. Besides, you may lose existing clients as they may not be interested in continuing to work with your company.
They might cancel the existing contract; you might lose the bank loan or advance opportunities, or you may lose the business bank accounts for not complying with the amendment filing requirements. Hence, it is highly recommended to amend the Alabama Certificate of Incorporation.
FAQs
What is the basic process to amend a Certificate of Incorporation in Alabama, and what forms do I need?
Alabama law provides for a procedure for amending a Certificate of Incorporation in the framework of the State of Alabama, and this involves certain steps. First, you will need to obtain the Articles of Amendment to Articles of Incorporation form from the official website or office of the Alabama Secretary of State.
A resolution containing the proposed amendment must first be approved by the board of directors. Thereafter, the shareholders must vote upon and approve the amendment as regards Alabama Code Section 10A-2-10.03. This amendment is usually taken as needing the approval of the compost majority of the shares that are entitled to vote unless otherwise stated in your existing articles.
After this, the formulation of the Articles of Amendment form where their legal name is registered, the substance of the amendment, the day when it was illegibly adopted, and the outcomes of voting are provided regarding the corporation. This must be endorsed by the authorized officer. As per requirements in Alabama, it is necessary to submit the amendment text and the filing fee (currently $100 but may vary in the future). When several amendments are made, they may be accompanied by one filing.
Once the documents are complete, they may be filed electronically in Alabama’s e-filing system or mailed to the Secretary of State’s office in Montgomery.
What is the standard timeframe within which an amendment to a Certificate of Incorporation can be processed in Alabama? Is there an expedited filing process?
The processing timeframe when it comes to amendments in Certificates of Incorporation, including A.P.O incorporating a company with limited liability in Alabama, is dependent on how they were submitted and the volume of work in progress at the Secretary of State’s office. Prayer amendments that are sent through the mail would take 10 – 15 days to process from the day they are received.
Filing electronically through Alabama’s system for electronic filings takes a couple of days, about 5-7 business days. Alabama has faster processing service options for those who would like their applications to be processed at a faster rate. The amount available in the fulfillment of the processing of this service within a day is $100, whereas this service, which processes the applications within three business days, has a fee of $50.
These expedited services are offered for online and paper filings as well as faxings. However, the time taken for the filing does not account for the time taken in the mailing process if you choose to use a paper filing. If you need proof of the filing in a timely manner, a certified copy can be ordered for an additional fee. It is worth noting that times may be extended during peak periods for making applications, especially January – March and December, which are the typical applications and so it is to the reader’s advantage to order these services for wait lists dotted files, so it is to the reader’s advantage to order these services for wait lists and
What is the procedure for addressing mistakes in an amendment to a Certificate of Incorporation in Alabama after it has already been filed?
The procedure to be used in making the corrections when errors are found in the amended Certificate of Incorporation in Alabama also depends on the time when the errors are made. If the error is found a short while after the amendment has been filed but before it has been acted upon by the Secretary of State, it may be possible to withdraw the amendment and resubmit it. If, however, the amendment had been acted upon, it would have been possible under the law in Alabama to make Articles of Correction.
This document is supposed to state what amendment is to be corrected, what is incorrect about it, and several reasons that make it or what informs facts that are correct about it. The amount charged when filing Articles of Correction in Alabama is $25. It must be emphasized, however, that the Articles of Correction are not applicable in altering a substantive amendment to a filing, but they only correct the typos or other technical mistakes concerning that amendment. Where substantive amendments have to be made, an amendment for the amendment has. The persons to who the incorrect information was issued and operative facts have not changed are the only exceptions to this.
Which of these voting formalities must an individual comply with to alter the originally adopted Certificate of Incorporation, as is the case in Alabama?
Concerning corporate alterations in Alabama, voting procedures and thresholds have to be observed in the modification of a Certificate of Incorporation. Article 2 of the Alabama Code, Section 10A, comprises the 10:03 regulation, which states that changes to a business constitution can only be made if they have been first approved by a majority of the board of directors and the members in shareholding. In Alabama, who are shareholders, though, changes to the constitution would be permitted provided that those changes in particular amendments have garnered the votes of the shareholders that are in favor of the change and also the votes from the shareholders allowing them to decide on the amendment.
However, it is still possible that your bylaws may set a greater requirement for voting. If there are certain segments relating to amendments that would be detrimental to a class or series of shares or their limitations, those representatives that voted in favor of the resolution should be voted on separately from other parts, possibly even where they do not hold any rights to vote on the issue. The corporation has to keep clear minutes regarding the voting and the numbers of those who voted in favor of or against the change. Such evidence may be needed if the office of the Secretary of State needs to check for legitimate evidence of changes that have been made.
With several amendments to their Certificate of Incorporation in Alabama, what options do they have in filing these amendments, and which one would be economical?
When an Alabama corporation is seeking to make several amendments to its Certificate of Incorporation, there are options that they can explore. The most obvious option is to minimize the expense by submitting various changes and amendments in one document. So this way, a single filing fee (currently $100 is appropriate) would be charged instead of paying accounting for every amendment. The law does allow for both individual amendments to be filed or to repose the corporation, restating the Certificate of Incorporation in its entirety, with all the alterations, including the amendments, effected.
Only if you have made many amendments, don’t currently aim for more and more amendments – aim for a Restated Certificate of Incorporation instead, which renders so many amendments visible within one single document, which is very easy to understand. The cost for this option is $100, in addition to $25 for every extra page after the first ten pages, implying that the amendments are also charged for additional pages. In Alabama, when dealing with a form of amendment called Restatement, this restatement can include several amendments, and when this kind of amendment is done, procedures and votes to both approve and make the amendment effective are included. What the restatement does is seek a complete separation of rats and amendments – new amendments from restated amendments.
In the case of Alabama, what are the exact rules related to notice of amendment to a Certificate of Incorporation, if any?
In Alabama, there is no obligation on the part of the incorporators in some states to publish the certificate of incorporation amendment in the local papers. The Alabama Secretary of State must receive the filing amendment along with the notice to the shareholders as to any proposed amendment if the proposed change affects the existing rights or responsibilities of the shareholders. Even though there is no law that says the amendment should be published in the newspaper.
Standard operating procedures in Alabama include:1) confirming that measures have been taken to inform shareholders of the amendment and the manner in which this was done;2) covering it in the subsequent annual return;3) making sure that all documents relating to the corporation are up to date;4) notifying important stakeholders such as banks, suppliers, and clients if the modification concerns them.In addition, if the modification is made in the company’s name, then voluntary publication may be suggested to draw the business community’s attention.
When should tax status consideration, as seen on the Certificate of Incorporation Amendment in Alabama, be kept in mind?
This is true in the Amended and Restated Certificate of Incorporation as well in case the Alabama corporation’s ownership structure, business purpose, or class of shares is being changed, as all these would have civil and criminal tax consequences. In Alabama, it is the law that corporations advise the Department of Revenue regarding what taxes would be owed due to amendments to stature or structure such changes within 30 days of such amendment.
These tax authorities should not permit this type of change; S corporations become C corporations if amendments change their status and vice versa. Changes in the number of authorized shares for A corporations are likely to attract additional franchise tax liabilities. This will apply for name changes and for adding or eliminating specific corporate activities that may require new tax identification numbers or amendments to pre-existing ones. They should bear in mind any amending act that may affect tax laws pertaining to Alabama State and seek a professional in the state laws.
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In Conclusion
Amending the Alabama Certificate of Incorporation may not involve numerous steps, but the process can be more complex than it appears. It’s crucial to carefully consider any changes to ensure they do not negatively impact your business or client relationships. Before proceeding with modifications and amendments, it is advisable to consult with an attorney or legal professional for guidance.
Due to the complicated structure, forming a corporation in Alabama might be difficult. However, after forming the corporation, managing it seems to be more difficult for many people. A frequent change may or may not occur. But, every time you make a change, you must file the amendment with Alabama SOS. It is also suggested that you do not make changes frequently as it may affect your brand in a reverse way.