Alabama Limited Liability Company Certificate of Formation

Last Revised: August 9, 2019.

About this Form

A certificate of formation, previously known in Alabama as an articles of organization form, is the document that one must complete and file to establish the creation of an LLC within the state. It sets forth the name of the proposed company and contact information for its registered agent, among other details. It may include other provisions, provided that they are not inconsistent with state law. The purchased version of this form is guaranteed compliant with the laws of the state of Alabama. It comes complete with instructions and filing information for creating an LLC within the state.

Accepted Filing Methods

Alabama accepts the filing of a certificate of formation form via U.S. mail. sent to the Office of the Judge of Probate in the county in which the company's initial registered office is located.

Name Availability & Requirements

The requirements for naming an LLC within the state are set forth in Ala. Code § 10A-1-5.06. The name of the LLC must contain the words "Limited Liability Company", "Professional Limited Liability Company", "Series Limited Liability Company" or the abbreviation "L.L.C.", "LLC", "P.L.L.C.", "PLLC", "S.L.L.C.", or "SLLC". The name must be distinguishable from those of all other entities on file with the state. It may not infringe on any active trademark or service mark registered with the state or the U.S. Patent and Trademark Office. One may search online the Alabama trademark database and the USPTO's trademark database.

One may determine the availability of a proposed business name for use within Alabama by querying the state's official Business Entity Search tool. As a rule of thumb, the state will consider a proposed business name available if the first two words of the name do not match the first two words of that of any other entity authorized to conduct business within the state.

Required Fees

The Alabama Secretary of State imposes a fee of $100 for the filing and processing of a certificate of formation form. The Judge of Probate's Office will charge an additional fee, and the amount varies from county to county. Expedited processing is available for an additional fee of $100, which ensures processing from the Secretary of State within twenty-four (24) hours after receipt from the County Probate Office.

Statutory Authority & Requirements

The statutory authority for an LLC within the state is the Alabama Limited Liability Company Law of 2014 (Ala. Code § 10A-5A-1.01 et seq.).

The statutory requirements for a valid certificate of formation filing are codified in Ala. Code § 10A-5A-2.01. The text of the statutes read as follows:

§ 10A-5A-2.01.  Formation.

(a) In order to form a limited liability company, one or more organizers must execute a certificate of formation and deliver it for filing to the filing officer provided for in subsection (e). Notwithstanding Section 10A-1-3.05, the certificate of formation shall set forth:
(1) the name of the limited liability company, which must comply with Article 5 of Chapter 1;
(2) the address of the registered office required by Article 5 of Chapter 1;
(3) the name of the registered agent at the registered office required by Article 5 of Chapter 1;
(4) a statement that there is at least one member of the limited liability company;
(5) if applicable, a statement as provided in Section 10A-5A-11.02(b)(3); and
(6) any other matters the members determine to include therein.
(b) A limited liability company is formed when its certificate of formation becomes effective in accordance with Article 4 of Chapter 1.
(c) The fact that a certificate of formation has been filed and is effective in accordance with Article 4 of Chapter 1 is notice of the matters required to be included by Subsections (a)(1), (a)(2), (a)(3), and (a)(4) and if applicable, (a)(5), but is not notice of any other fact.
(d) A limited liability company agreement shall be entered into either before, after, or at the time of the filing of the certificate of formation and, whether entered into before, after, or at the time of the filing, may be made effective as of the filing of the certificate of formation or at any other time or date provided in the limited liability company agreement.
(e) A certificate of formation shall be delivered for filing to the judge of probate of the county in which the initial registered office of the limited liability company is located pursuant to Article 4 of Chapter 1 unless the certificate of formation is required to be delivered for filing to a different filing officer under Article 10 of this chapter.