Incorporation as a Non-Profit in Alabama

By Terry Masters

The process for incorporating a nonprofit organization in Alabama is unique. Most states require corporations to file articles of incorporation at the state level, usually with the business division of the secretary of state's office. In Alabama, a certificate of formation is filed with the office of the judge of probate in the county where the corporation has its main office. The judge's office approves the certificate and forwards a copy to the Alabama Secretary of State. The county-level review adds two additional steps and two additional fees to the incorporation process for people who want to start a nonprofit in Alabama. While you can complete and file the required forms yourself, you can also hire an attorney or use an online document preparation site to prepare and file the forms for you.

Step 1

Apply for a certificate of name reservation. Alabama law requires nonprofits to operate under a unique name that distinguishes it from other entities operating in the state. Go to the business services section of the Alabama Secretary of State's website. Select "Domestic Corporations" from the side menu and click on "Name Reservation for Domestic Entities" in the nonprofit filing procedures section. Fill out the online name reservation request form. This process checks the availability of the name and produces a certificate of name availability for download if the name is free. You have 15 minutes to download the certificate. The state does not mail certificates. There is a fee for filing the request, which must be paid electronically. Print the certificate.

Step 2

Download an Alabama Domestic Nonprofit Certificate of Formation. This is the state's terminology for the articles of incorporation. After you select "Domestic Corporations" on the secretary of state's website, at the bottom of the nonprofit filing procedures column, click on the "Domestic Non-profit Corporation Articles of Incorporation Guidelines" link. This link will download a fill-in-the-blank template to your computer. You must fill this form out on your computer or print it out and type the information into the blanks. The state does not accept handwritten forms. You are not required to use this template to file the certificate of formation; you or your attorney can prepare a certificate from scratch. The state form makes it easier for people to provide the minimum amount of information needed under state law for an acceptable filing. If you use the form, you are assured that the state will accept your filing, but it is not the only option.

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Step 3

Designate a registered agent for service of process. A registered agent is an authorized party with a physical address in the state who will accept court summonses and official government correspondence on behalf of the nonprofit. The agent can be an individual or a business authorized to operate in the state, as long as the party has a physical street address. No P.O. boxes are allowed.

Step 4

Complete the certificate of formation. The law requires you to provide the name of the corporation that was approved through the name reservation process, the nonprofit's principal office, the name and address of the registered agent, the corporation's charitable purpose, the names and addresses of three directors, and the name and address of the incorporator who is preparing the paperwork. The certificate also allows you to attach any additional provisions to the form that you want to include, such as special provisions required by the IRS for it to approve a tax-exempt application. The incorporator must sign the certificate and indicate his title or authority to make the filing.

Step 5

File the certificate of formation with the office of the judge of probate in the county where the corporation’s initial registered office is located. The filing must include an original signed version of the certificate and two copies and a copy of the name reservation certificate. You must include two separate filing fees, one check made payable to the office of the judge of probate and one check made payable to the Alabama Secretary of State. The county fees differ by county, but the state fee is standard. Contact the Office of the Judge of Probate in your county directly by visiting the website or telephoning to determine the correct local fee. The office of the judge of probate forwards your filing to the secretary of state's office, typically within 10 days. Your nonprofit is incorporated once the state accepts the filing.

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