General Provisions.

Ala. Code tit. 10A, ch. 1, art. 4, div. A

in effect

Ala. Code § 10A-1-4.01 Filing Instrument Requirements.

10A-1-4.01. Filing Instrument Requirements. (a) A filing instrument must: (1) be typewritten, printed, or electronically transmitted. If a filing instrument is electronically transmitted, the filing instrument shall be in a format that can be retrieved or reproduced in typewritten or printed form. (2) be in the English language. A name may be in a language other than English if written in English letters or Arabic or Roman numerals. A filing instrument not in English shall be accompanied by an English translation reasonably authenticated to the satisfaction of the filing officer. If a filing instrument is not in English but is accompanied by an English translation authenticated to the satisfaction of the filing officer, then the filing instrument and the English translation shall collectively be considered one filing instrument, however, for all purposes of the laws of this state, the English translation shall govern. (3) be signed by the person or persons required by this title or the applicable chapter to execute, and to verify, if required by the applicable chapter, the filing instrument; and (4) if delivered to the Secretary of State for filing, state the unique identifying number or other designation as assigned by the Secretary of State to the entity or entities referenced in the filing instrument if a unique identifying number or other designation has been assigned; and (5) be delivered to the filing officer for filing. Delivery may be made in person, by mail, by courier, or if delivered to the Secretary of State, by electronic transmission, and if delivered to a filing officer other than the Secretary of State, by electronic transmission if permitted by that filing officer. If the filing instrument is filed in typewritten or printed form and not transmitted electronically, the filing officer may require up to two exact or conformed copies be delivered with the filing instrument. (b) A filing instrument must comply with all provisions of this title. (c) A filing instrument that provides for the name of an entity, the change of the name of an entity, the reinstatement of an entity, or otherwise affects the name of an entity, must comply with Article 5 of this chapter. (d) A person authorized by this title to sign a filing instrument for an entity is not required to show evidence of the person’s authority as a requirement for filing. (e) The execution of a filing instrument constitutes an affirmation by each person executing the instrument that the facts therein are true, under penalties for perjury prescribed by Section 13A-10-103 or its successor. (f) If a person required by this title to sign a writing or deliver a writing to a filing officer for filing under this title does not do so, any other person that is aggrieved by that failure may petition the designated court, and if none, the circuit court for the county in which the entity’s principal office is located in this state, and if none in this state, the circuit court for the county in which the entity’s most recent registered office is located, to order: (1) the person to sign the writing; (2) the person to deliver the writing to the filing officer for filing; or (3) the filing officer to file the writing unsigned. (g) If a petitioner under subsection (f) is not the entity to whom the writing pertains, the petitioner shall make the entity a party to the action. A person aggrieved under subsection (f) may seek the remedies provided in subsection (f) in a separate action against the person required to sign or deliver the writing, or as a part of any other action concerning the entity in which the person required to sign or deliver the writing, is made a party. (h) A writing filed unsigned pursuant to subsection (f) is effective without being signed. (i) A court may award reasonable expenses, including reasonable attorneys’ fees, to the party or parties who prevail, in whole or in part, with respect to any claim made under subsection (f). (Act 2009-513, p. 967, §24; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §3.)

Ala. Code § 10A-1-4.02 Delivery of Filing Instrument; Duties of Filing Officer; Fee; Automated Electronic System.

10A-1-4.02. Delivery of Filing Instrument; Duties of Filing Officer; Fee; Automated Electronic System. (a) A filing instrument required or allowed by this title to be delivered to the Secretary of State for filing shall be delivered to the Secretary of State for filing. (b) A filing instrument required or permitted by this title to be delivered to the judge of probate for filing shall be delivered to the judge of probate for filing. (c) If a provision of this title does not specify which filing officer a filing instrument is to be delivered to for filing, that filing instrument shall be delivered to the Secretary of State for filing. (d) If the filing officer finds that a filing instrument delivered to the filing officer for filing substantially conforms to the provisions of this title that apply to that filing instrument and that all required fees have been paid, the filing officer shall file it immediately upon delivery by: (1) recording that filing instrument as filed, together with the name and official title of the filing officer and the date and time of receipt on the instrument and all copies required hereunder and on the receipt for the filing fee; (2) accepting that filing instrument into the filing system adopted by the filing officer and assigning the instrument a date and time of filing; and (3) delivering a copy of that filing instrument, indicating the date and time of the filing on the copy along with the filing fee receipt to the entity or its representative. (e) The filing fee to be collected by the filing officer shall be paid or provision for payment shall be made in a manner permitted by the filing officer. The filing officer may accept payment of the correct amount due by check, credit card, charge card, or similar method. If the amount due is tendered by any method other than cash, the liability shall not be finally discharged until the filing officer receives final irrevocable full payment of immediately available funds. If after five consecutive calendar days prior notice by the filing officer to the entity or person who delivered a filing instrument for filing for which the filing fee was not received in final irrevocable full payment of immediately available funds, then the filing officer may declare the filing instrument to be null and void and of no legal effect as if it had never been filed and may remove the filing instrument from the records of the filing officer. (f) If the filing officer refuses to file a filing instrument, the filing officer shall return it to the entity or its representative within five consecutive calendar days after the filing instrument was delivered to the filing officer for filing, together with a brief, written explanation of the reason for the refusal. (g) Delivery by a filing officer of an acknowledgement of filing, receipt for the filing fee, an explanation for the reason a filing instrument was not filed, notice that a filing fee was not made in final irrevocable full payment of immediately available funds, or other communication as to a filing instrument delivered for filing to that filing officer may be accomplished by mail, courier, or electronic transmission. (h) The duty of the filing officer to file filing instruments pursuant to this title is ministerial. Filing or refusing to file a filing instrument by the filing officer does not: (1) affect the validity or invalidity of the filing instrument in whole or in part; (2) relate to the correctness or incorrectness of information contained in the filing instrument; or (3) create a presumption that the filing instrument is valid or invalid or that information contained in the filing instrument is correct or incorrect. (i) The Secretary of State shall assign a unique identifying number to each domestic entity and each foreign filing entity for which the Secretary of State has filed or files a filing instrument and shall keep: (1) an alphabetical list of those domestic entities and foreign filing entities; (2) with respect to those domestic entities and foreign filing entities, all filing instruments and any other document required or permitted to be delivered to the Secretary of State for filing pursuant to this title; and (3) the data contained in those filing instruments. (j) The Secretary of State shall establish and maintain an automated electronic system that enables: (i) the delivery, acceptance, and filing by electronic transmission of all filing instruments authorized or required by this title to be delivered to the Secretary of State for filing; (ii) all filing instruments to be in a form that complies with this title but does not require the filing instruments to be in a form adopted by or otherwise required by the Secretary of State; (iii) the delivery, acceptance, and filing of filing instruments by electronic transmission to occur 24 hours a day, seven days a week, each day of the year, including holidays and weekends; and (iv) each person delivering a filing instrument by means of electronic transmission to the Secretary of State for filing to receive from the Secretary of State immediate confirmation that the filing instrument has been delivered to, and accepted and filed by, the Secretary of State with that confirmation to include the information required in subsections (d)(1), (d)(2), and (d)(3), associated with that filing instrument, clearly set forth on a digital copy of that filing instrument. (k) If a filing instrument which is authorized or required to be delivered to the Secretary of State for filing by this title is delivered to the Secretary of State by means other than electronic transmission, and that filing instrument complies with the requirements of this title, then the Secretary of State shall: (i) file that filing instrument as of the date and time of the receipt of that filing instrument; (ii) confirm that the filing instrument has been delivered to, and accepted and filed by, the Secretary of State with that confirmation to include the information required in subsections (d)(1), (d)(2), and (d)(3), associated with that filing instrument, clearly set forth on a copy of that filing instrument; and (iii) either (A) place that confirmation and that copy of the filing instrument in the United States mail, postage prepaid, and properly addressed to the person who delivered that filing instrument to the Secretary of State, not later than the next business day or (B) transmit that confirmation and that copy of the filing instrument by electronic transmission to the person who delivered that filing instrument to the Secretary of State, not later than the next business day. (l) Subject to subsection (e), a filing officer who has filed a filing instrument shall maintain that filing instrument in perpetuity. (Acts 1994, No. 94-245, p. 343, §1; Act 2000-705, p. 1442, §3; §10-2B-1.25; amended and renumbered by Act 2009-513, p. 967, §25; Act 2014-293, p. 1052, §1; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §3; Act 2021-299, §1.)

Ala. Code § 10A-1-4.03 Time for Filing.

10A-1-4.03. Time for Filing. 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.)

Ala. Code § 10A-1-4.04 Certificates and Certified Copies.

10A-1-4.04. Certificates and Certified Copies. (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 facie evidence of the facts stated in the certificate or instrument. (b) A court, public office, or official body may record a certificate or certified copy described by subsection (a). (c) A court, public office, or official body shall accept a certificate issued under an official seal by the filing officer as to the existence or nonexistence of facts that relate to an entity that would not appear from a certified copy of a filing instrument as prima facie evidence of the existence or nonexistence of the facts stated in the certificate. (Act 2009-513, p. 967, §26; Act 2019-94, §2.)

Ala. Code § 10A-1-4.05 Forms Adopted by Secretary of State.

10A-1-4.05. Forms Adopted by Secretary of State. (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-1.21; amended and renumbered by Act 2009-513, p. 967, §27; Act 2020-73, §3.)

Ala. Code § 10A-1-4.06 Powers of Filing Office.

10A-1-4.06. Powers of Filing Office. 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.)

Ala. Code § 10A-1-4.07 Communication Between Filing Officer and Entity; Redaction of Information.

10A-1-4.07. Communication Between Filing Officer and Entity; Redaction of Information. (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 delivered for filing, the filing officer shall file the filing instrument if it otherwise complies with the applicable law, but the filing officer may redact such information so that it is not available to the public. (Act 2020-73, §4.)

Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026