How to Incorporate in Alabama

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If you’re looking to incorporate in Alabama, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.

Paperwork Cost Time
  • Name Reservation Request Form for Domestic Entities
  • Name Reservation Certificate
  • Domestic Business Corporation Certificate of Formation
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form COM-101: Alabama Department of Revenue Combined Registration/Application
  • BPT-IN: Initial Business Privilege Tax Return
  • Form 2553: S-Corp Election, if desired
  • Name reservation: $28
  • Incorporation: $100 state filing fee + min $50 county filing fee + optional $100 secretary expedite fee
  • BPT-IN: minimum $100
  • Name reservation: 24 hours
  • Incorporation: ~7-10 business days at the probate's office. Then ~6 months at the secretary of state unless you pay the $100 expedite fee for ~10-14 day turnaround.
  1. Choose a corporate structure

    Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Alabama".

    Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Alabama".

    C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

  2. Check Name Availability

    The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

    Name Search:
    Name Reservation: Required
    Suffix Requirements:

    "(a) The name of a corporation or foreign corporation registered to transact business in this state must contain: (1) the word “corporation” or “incorporated”;  or (2) an abbreviation of one of those words.

    (b) Subsection (a) does not apply to a nonprofit corporation or foreign nonprofit corporation, or to banks, trust companies, savings and loan associations, or insurance companies."
    AC §10A-1-5.04

  3. Obtain a Name Reservation

    In Alabama, a name reservation is mandatory.

    Agency:Alabama Secretary of State - Business Services Division
    Form:

    Name Reservation Renewal Request Form

    Filing Method:

    Mail or online.

    Agency Fee:

    $10 for standard service or $25 for expedited.

    Due:

    1 year after name reserved.

    Notes:

    Renewing grants a one year extension of the name reservation.

    Fact Checked:9/11/18
  4. Appoint a Registered Agent

    Identify the corporation’s Alabama registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

  5. File Alabama Articles of Incorporation

    File the articles of incorporation to create your corporation.

    Agency:Alabama Secretary of State - Business Services Division
    Form:

    Domestic Business Corporation Certificate of Formation

    Filing Method:

    Mail

    Agency Fee:

    $100 state filing fee + min $50 county filing fee + optional $100 secretary expedite fee

    Turnaround:

    ~7-10 business days at the probate's office. Then ~6 months at the secretary of state unless you pay the $100 expedite fee for ~10-14 day turnaround.

    Law:

    AC §10A

    Notes:
    • Mail one original and two signed copies to the Office of the Judge of Probate in the county where the corporation’s registered office will be located.
    • Include a $100 state filing fee plus the applicable filing fee in your county (minimum $50, ask your Office of the Judge of Probate).
    • Attach your Name Reservation Certificate.
    • See AC §10A-2-2.02: Supplemental Provisions
    Fact Checked:6/16/17
  6. Establish Bylaws & Corporate Records

    Your corporation must keep correct and complete books and records in compliance with AC §10A-2-16.01. Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

    Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

    Draft bylaws (potentially using a template) which is the governing document for the corporation. "The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation" (AC §10A-2-2.06). You will review and ratify the bylaws at your first board of directors meeting.

  7. Appoint Initial Directors

    The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

  8. Hold Organizational Meeting

    Hold the first meeting of the board of directors. "After incorporation the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, ..., and carrying on any other business brought before the meeting." (AC §10A-2-2.05). Keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Directors Officers
    • Number: One or more required.
    • Qualifications: Natural person at least 19 years of age. No shareholder requirement. No residency requirement.
    • Quorum: Majority of directors, unless otherwise fixed in bylaws.
    • As provided in the bylaws.
  9. Issue Stock Certificates

    The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Shareholders Annual Shareholder Meeting
    • Qualifications: N/A
    • Stock Certificate: not required.
    • Voting Trusts Allowed: Yes.
    • Required: Yes, but no consequence to not holding one.
    • Action by written consent: Allowed if by all shareholders entitled to vote on the action.
  10. Get a Federal Employer Identification Number (EIN)

    Your corporation must obtain an EIN regardless of whether it will hire employees.

    Submit to: Internal Revenue Service
    http://www.irs.gov/
    Form: IRS Form SS-4
    Guidance: IRS Pub 1635: Understanding Your EIN
    Filing Method: Mail, phone, fax, or apply online with the IRS
    Fee: $0
    Turnaround: Immediately online
    Notes: The IRS website is only available during certain hours. Print your EIN before closing your session.
  11. Get Alabama State Tax Identification Numbers/Accounts

    Alabama offers a consolidated state tax registration application.


    Agency:Alabama Department of Revenue
    Filing Method:

    Online

    Agency Fee:$0
    Turnaround:~3-5 business days online
    Fact Checked:8/5/20
  12. File Initial Business Privilege Tax Return

    Agency:Alabama Department of Revenue
    Form:

    BPT-IN: Initial Business Privilege Tax Return

    Filing Method:

    Mail

    Agency Fee:

    Minimum $100

    Due:

    Within two and one-half months after incorporation.

    Law:

    Alabama Code § 40-14A-25.

    Fact Checked:10/15/15
  13. Consider Electing S-Corp Taxation

    By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

    • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
    • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
  14. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.


    Alabama Privilege License

    Notes:

    Licenses are required by the state but issued at the county level. Contact the relevant county probate judge's office for more information.

    Initial Registration

    Form:

    Issued at the county level.

    Filing Method:

    In person or mail.

    Agency Fee:

    Varies by county.

    Fact Checked:8/4/17

    Registration Renewal

    Form:

    Issued at the county level.

    Filing Method:

    In person or mail.

    Agency Fee:

    Varies by county.

    Due:

    Annually by September 30.

    Fact Checked:8/4/17
  15. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns. You must also file:

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