Formation.

Ala. Code tit. 10A, ch. 5A, art. 2

in effect

Ala. Code § 10A-5A-2.01 Formation.

10A-5A-2.01. Formation. (a) In order to form a limited liability company, one or more organizers must execute a certificate of formation and deliver it for filing to the filing officer provided for in subsection (e). Section 10A-1-3.05 shall not apply to this chapter. Instead, the certificate of formation shall set forth: (1) the name of the limited liability company, which must comply with Article 5 of Chapter 1; (2) the street address in this state, including the county, of the registered office required by Article 5 of Chapter 1; (3) the name of the registered agent at the registered office required by Article 5 of Chapter 1; (4) a statement that there is at least one member of the limited liability company; (5) if applicable, a statement as provided in Section 10A-5A-11.02(b)(3); and (6) any other matters the members determine to include therein. (b) A limited liability company is formed when its certificate of formation becomes effective in accordance with Article 4 of Chapter 1. (c) The fact that a certificate of formation has been filed and is effective in accordance with Article 4 of Chapter 1 is notice of the matters required to be included by subsections (a)(1), (a)(2), (a)(3), and (a)(4) and if applicable, (a)(5), but is not notice of any other fact. (d) A limited liability company agreement shall be entered into either before, after, or at the time of the filing of the certificate of formation and, whether entered into before, after, or at the time of the filing, may be made effective as of the filing of the certificate of formation or at any other time or date provided in the limited liability company agreement. (e) A certificate of formation shall be delivered for filing to the Secretary of State. (Act 2014-144, p. 265, §1; Act 2020-73, §10; Act 2021-299, §5; Act 2024-413, §1.)

Ala. Code § 10A-5A-2.02 Amendment or Restatement of Certificate of Formation.

10A-5A-2.02. Amendment or Restatement of Certificate of Formation. Division B of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) A certificate of formation may be amended at any time. (b) A certificate of formation may be restated with or without amendment at any time. (c) To amend its certificate of formation, a limited liability company must deliver a certificate of amendment for filing to the Secretary of State which certificate of amendment shall state: (1) the name of the limited liability company; (2) the unique identifying number or other designation as assigned by the Secretary of State; and (3) the changes the amendment makes to the certificate of formation as most recently amended or restated. (d) To restate its certificate of formation, a limited liability company must deliver a restated certificate of formation for filing to the Secretary of State. A restated certificate of formation must: (1) be designated as such in the heading; (2) state the limited liability company’s name; (3) state the unique identifying number or other designation as assigned by the Secretary of State; and (4) set forth any amendment or change effected in connection with the restatement of the certificate of formation. Any restatement that effects an amendment shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect the amendment or change. (e) The original certificate of formation, as theretofore amended, shall be superseded by the restated certificate of formation and thenceforth, the restated certificate of formation, including any further amendment or changes made thereby, shall be the certificate of formation of the limited liability company, but the original effective date of formation shall remain unchanged. (f) An amended or restated certificate of formation may contain only provisions that would be permitted at the time of the amendment if the amended or restated certificate of formation were a newly filed original certificate of formation. (g) A restated certificate of formation may omit any information that is not required to be in the certificate of formation under this chapter, including the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State. Any omission other than the initial registered agent shall be an amendment to the certificate of formation, which amendment must be approved in accordance with the limited liability company agreement, and if the limited liability company agreement does not state the approval required for an amendment of the certificate of formation, then the amendment must be approved by all of the members. (Act 2014-144, p. 265, §1; Act 2020-73, §10; Act 2021-299, §5; Act 2024-413, §1; Act 2025-281, §5.)

Ala. Code § 10A-5A-2.03 When Amendment to Certificate of Formation or Restated Certificate of Formation Take Effect.

10A-5A-2.03. When Amendment to Certificate of Formation or Restated Certificate of Formation Take Effect. (a)(1) An amendment to a certificate of formation takes effect when the filing of the certificate of amendment takes effect as provided by Article 4 of Chapter 1. (2) An amendment to a certificate of formation does not affect: (i) an existing cause of action in favor of or against the limited liability company for which the certificate of amendment is sought; (ii) a pending suit to which the limited liability company is a party; or (iii) an existing right of a person other than an existing member. (3) If the name of a limited liability company is changed by amendment, an action brought by or against the limited liability company in the former name of that limited liability company does not abate because of the name change. (b)(1) A restated certificate of formation takes effect when the filing of the restated certificate of formation takes effect as provided by Article 4 of Chapter 1. (2) On the date and time the restated certificate of formation takes effect, the original certificate of formation and each prior amendment or restatement of the certificate of formation is superseded and the restated certificate of formation is the effective certificate of formation. (3) Subdivisions (1) and (2) apply to an amendment effected by a restated certificate of formation. (Act 2014-144, p. 265, §1; Act 2023-503, §5.)

Ala. Code § 10A-5A-2.04 Execution of Documents - Signing Requirements.

10A-5A-2.04. Execution of Documents - Signing Requirements. (a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section. (1) A limited liability company’s initial certificate of formation must be signed by at least one organizer. (2) A writing signed on behalf of a limited liability company must be signed by a person authorized by the limited liability company. (3) A writing filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the limited liability company’s activities and affairs under Section 10A-5A-7.03 or a person appointed or designated under Section 10A-5A-7.03 to wind up those activities and affairs. (4) Any other writing must be signed by the person on whose behalf the writing is delivered to the Secretary of State. (b) Any writing to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the writing need not be delivered to the Secretary of State. (Act 2014-144, p. 265, §1; Act 2020-73, §10.)

Ala. Code § 10A-5A-2.05 Execution of Documents - Unsigned Documents.

10A-5A-2.05. Execution of Documents - Unsigned Documents. (a) If a person required by this chapter to sign a writing or deliver a writing to a filing officer for filing under this chapter 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 limited liability company’s principal office within this state is located, and if the limited liability company does not have a principal office within this state then the circuit court for the county in which the limited liability company’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. (b) If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to whom the writing pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in a separate action against the person required to sign or deliver the writing or as a part of any other action concerning the limited liability company or foreign limited liability company in which the person required to sign or deliver the writing is made a party. (c) A writing filed unsigned pursuant to this section is effective without being signed. (d) 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 (a). (Act 2014-144, p. 265, §1; Act 2020-73, §10.)

Ala. Code § 10A-5A-2.06 Certificate of Existence or Qualification.

10A-5A-2.06. Certificate of Existence or Qualification. (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the writings filed in the office of the Secretary of State show that the limited liability company has been formed under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. A certificate of existence must state: (1) the limited liability company’s name; (2) that the limited liability company was formed under the laws of this state, the date of formation, and the filing office in which the certificate of formation was filed; (3) whether the limited liability company has delivered to the Secretary of State for filing a statement of dissolution; (4) whether the limited liability company has delivered to the Secretary of State for filing a certificate of reinstatement; (5) the unique identifying number or other designation as assigned by the Secretary of State; and (6) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate. (b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of qualification for a foreign limited liability company if the writings filed in the office of the Secretary of State show that the Secretary of State has filed an application for registration for authority to conduct activities and affairs in this state and the registration has not been revoked, withdrawn, or terminated. A certificate of qualification must state: (1) the foreign limited liability company’s name and any alternate name adopted for use in this state; (2) that the foreign limited liability company is authorized to conduct activities and affairs in this state; (3) that the Secretary of State has not revoked the foreign limited liability company’s registration; (4) that the foreign limited liability company has not filed with the Secretary of State a certificate of withdrawal or otherwise terminated its registration; (5) the unique identifying number or other designation as assigned by the Secretary of State; and (6) other facts of record in the office of the Secretary of State that are specified by the person requesting the certificate. (c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of qualification issued by the Secretary of State is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to conduct activities and affairs in this state. (Act 2014-144, p. 265, §1; Act 2020-73, §10.)

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