Limited Liability Companies – Alabama

By | February 6, 2008

Address of state office for filing:
Alabama Secretary of State
Corporations Division
PO Box 5616
Montgomery AL 36103-5616
Telephone: 334-242-5324
State web address: http://www.alabama.gov/
State law reference: Alabama Code, Section 10-12.
Title of filing: Articles of Organization.
Filing Fee: $40 to Secretary of State, plus $35 to Probate Court Judge for recordation of Articles of Organization.
Name requirements: The official name must contain the words “limited liability company” or the abbreviation “LLC” or “L.L.C.” (Section 10-12-5).
Organizer requirements: A limited liability company may be organized by one person. The organizer need not be a natural person, nor a member. (Sections 10-12-9, 10-12-2). Articles of Organization requirements: Articles of Organization must contain the following: (1) name of company, (2) duration of company, if less than perpetual, (3) company purpose, (4) registered agent name and office address, (5) initial members’ names and mailing addresses, (6) reservation of right to admit new members, (7) right of company to continue following an act of dissolution or dissociation, (8) whether company will be managed by managers or members and the names and addresses of the managers if managed by managers, and (9) any additional matters. (Section 10-12-10).
Annual report requirement: A company must file an annual report complying with Section 10-2B-16.22 when it files its annual Alabama business privilege tax return and pays the applicable taxes. (Section 40-14A-25).
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Articles of Organization, the company becomes a legal entity and the members are shielded from personal liability. (Section 10-12-14).
Membership requirements: Minimum number required is one. The member may be a natural person or business entity. (Sections 10-12-9, 10-12-2).
Other provisions: Alabama does not provide for Name Reservation of Limited Liability Companies.