Title 10A

Unless this title prescribes a specific period for filing, an entity shall promptly file each filing instrument that this title requires the entity to file. (Act 2009-513, p. 967, §26.)

(a) A court, public office, or official body shall accept a certificate issued as provided by this title by the filing officer or a copy of a filing instrument accepted by the filing officer for filing as provided by this title that is certified by the filing officer as prima fac…

(a) The Secretary of State may adopt forms for a filing instrument or a report authorized or required by this title to be filed with the Secretary of State. (b) A person is not required to use a form adopted by the Secretary of State. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.…

Each filing officer shall have the powers reasonably necessary to perform the duties required of him or her by this title. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-1.30; amended and renumbered by Act 2009-513, p. 967, §27; Act 2019-94, §2.)

(a) Any communication from a filing officer to an entity may be accomplished by electronic transmission or by mail or courier to that entity’s principal office address. (b) If any law prohibits the disclosure by a filing officer of information contained in a filing instrument del…

A filing instrument submitted to the filing officer takes effect on the date and time of the actual receipt by the filing officer, except as permitted by Section 10A-1-4.12 or as provided by the provisions of this title which apply to the entity making the filing or other law. (A…

(a) Except as otherwise provided by Section 10A-1-4.14, a filing instrument may take effect at a specified date and time after the time the instrument would otherwise take effect as provided by this title for the entity filing the instrument. (b) If a filing instrument is to take…

(a) The parties to a filing instrument may abandon the filing instrument if the instrument has not taken effect. (b) To abandon a filing instrument the parties to the instrument must file with the filing officer a certificate of abandonment. (c) A certificate of abandonment must:…

The effect of the following filing instruments may not be delayed: (1) a reservation of name as provided by Division B of Article 5; (2) a registration of name as provided by Division C of Article 5; (3) a certificate of abandonment as provided by Section 10A-1-4.13; (4) a certif…

An acknowledgment of filing issued or other action taken by the filing officer affirming the filing of a filing instrument that has a specific delayed effective date must state the date and time at which the instrument takes effect. (Act 2009-513, p. 967, §29; Act 2019-94, §2.)

(a) Whenever any filing instrument authorized to be delivered to a filing officer for filing under any provision of this title has been filed by the filing officer, and contains an inaccurate or erroneous statement, or was defectively or erroneously signed, sealed, acknowledged, …

A filing instrument may be corrected to contain only those statements that this title authorizes or requires to be included in the original instrument. A certificate of correction may not alter, add, or delete a statement that by its alteration, addition, or deletion would have c…

(a) The certificate of correction must: (1) state the name of the entity and the unique identifying number or other designation as assigned by the Secretary of State, if any; (2) identify the filing instrument to be corrected by (i) description; and (ii) date of filing by the fil…

The certificate of correction and the certificate of nullification shall be delivered to the filing officer for filing as provided in Section 10A-1-4.02. (Act 2009-513, p. 967, §31; Act 2019-94, §2; Act 2026-495, §1.)

(a) After the filing officer files the certificate of correction or the certificate of nullification, the filing instrument is considered to have been corrected or nullified, as the case may be, on the date the filing instrument was originally filed, except as otherwise provided …

A filing instrument that an entity files with the filing officer may be amended or supplemented in accordance with the provisions of the chapter that apply to that entity or in accordance with that entity’s governing documents. If neither the chapter that applies to that entity n…

(a)(1) The Secretary of State shall collect the following fees when a filing instrument described in this title is delivered to the Secretary of State for filing: a. Certificate of formation for all entities: Two hundred dollars ($200). b. Amendment to a certificate of formation …

The filing of a certificate of formation by a filing entity pursuant to this title, an application for registration or statement of foreign limited liability partnership by a foreign filing entity pursuant to this title, or an application for reservation or registration of a name…

A domestic entity, and a foreign filing entity with registration under Article 7, may not have a name that contains any word phrase that indicates or implies that the entity is engaged in a business that the entity is not authorized by law to pursue. (Act 2009-513, p. 967, §35; A…

(a) A domestic entity may not have a name and a foreign filing entity may not register to transact business in this state under a name that is the same as or not distinguishable on the records of the Secretary of State from: (1) the name of another existing filing entity or a gen…

(a) The name of a corporation or foreign corporation 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 compani…

(a) The name of a limited partnership or a foreign limited partnership registered to transact business in this state may contain the name of any partner. (b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited par…

The name of a limited liability company or a foreign limited liability company registered to transact business in this state must contain the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC”. (Acts 1993, No. 93-724, p. 1425, §5; Act 97-920, 1st Ex. Sess., p…

The name of a limited liability partnership or a foreign limited liability partnership registered to transact business in this state shall contain the words “Limited Liability Partnership” or the abbreviation “L.L.P.” or “LLP”. (Acts 1996, No. 96-528, p. 685, §1; §10-8A-1002; ame…

(a) The name of a domestic professional corporation or of a foreign professional corporation registered to transact business in this state must contain the words “professional corporation” or the abbreviation “P.C.” or “PC” and shall otherwise conform to any rule promulgated by a…

(a) The name of a general partnership that has filed a statement of partnership in accordance with Section 10A-8A-2.02 must include the words “general partnership” or the abbreviation “G.P.” or “GP.” (b) The name of a general partnership that has filed a statement of not for prof…

(a)(i) All filing entities and (ii) all general partnerships that are filing a statement of partnership, a statement of not for profit general partnership, or a statement of limited liability partnership, must reserve a name with the Secretary of State in accordance with this Art…

(a) To reserve the exclusive use of an entity name, including a fictitious name for a foreign entity whose name is not available, a person must deliver an application to the Secretary of State for filing. Any person may file an application with the Secretary of State to reserve t…

(a) The Secretary of State may not reserve a name that is the same as, or not distinguishable on the records of the Secretary of State from: (1) the name of an existing filing entity; the name of a general partnership that has an effective statement of partnership, statement of n…

If the Secretary of State determines that the name specified in the application is eligible for reservation, the Secretary of State shall reserve that name for the exclusive use of the applicant. (Act 2009-513, p. 967, §39.)

The Secretary of State shall reserve the name for the applicant until the earlier of: (1) one year from the date the application is accepted for filing; or (2) the date the applicant files with the Secretary of State a written notice of withdrawal of the reservation. (Act 2009-51…

A person may renew the person’s reservation of a name under this division for successive one-year periods if, during the 90-day period preceding the expiration of that reservation, the person: (1) files an application to renew the name reservation; and (2) pays the required filin…

(a) A person may transfer the person’s reservation of a name by filing with the Secretary of State a notice of transfer. (b) The notice of transfer must: (1) be signed by the person for whom the name is reserved; and (2) state the name and address of the person to whom the reserv…

The Secretary of State shall establish and maintain an automated electronic name reservation system that enables (i) the reservation of a name, (ii) the renewal of that reserved name, (iii) the withdrawal of that reserved name, (iv) the transfer of that reserved name, and (v) the…

If an entity is listed in the Secretary of State’s records as an entity that has been dissolved, then if that entity is reinstated in accordance with this chapter or the chapter that governs the dissolved entity, the name of that entity following revocation and reinstatement shal…

(a) Each filing entity and each foreign filing entity with a registration under Article 7, and each general partnership that has an effective statement of partnership, statement of not for profit partnership, or statement of limited liability partnership on file with the Secretar…

(a) An entity required to maintain a registered office and registered agent under Section 10A-1-5.31 may change its registered office, its registered agent, or both, by delivering to the Secretary of State for filing a statement of the change in accordance with the procedures in …

(a) The registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a registered agent or registered office may give notice of a change of its name, or a change of its street address as the street address of the entity’s registered office, or both, by …

(a) A registered agent of any entity required by Section 10A-1-5.31 to designate and maintain a registered agent or registered office may resign as the registered agent by giving written notice to that entity and delivering a statement of resignation to the Secretary of State for…

If an entity required by Section 10A-1-5.31 to designate and maintain a registered agent fails to do so, or the registered agent cannot with reasonable diligence be served, the entity may be served with process as provided by the Alabama Rules of Civil Procedure and may be served…

This division does not prescribe the only or required means of serving an entity. Nothing contained in this division specifically or in this title generally shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served on an ent…

In this division: (1) “Delegate” means a person who is serving or who has served as a representative of an enterprise at the request of that enterprise at another enterprise. A person is a delegate to an employee benefit plan if the performance of the person’s official duties to …

This article does not apply to: general partnerships, limited liability partnerships, limited liability companies, limited partnerships, limited liability limited partnerships, nonprofit corporations, professional corporations, and business corporations. (Act 2009-513, p. 967, §4…

(a) An enterprise shall indemnify a governing person or former governing person against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person if the person is success…

(a) On application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to in…

The certificate of formation of an enterprise may restrict the circumstances under which the enterprise must or may indemnify a person under this division. (Act 2009-513, p. 967, §50; Act 2016-379, §4.)