What is a Certificate of Formation for a New Alabama LLC?

Sarah S. Shepard - Alabama LLC

In Alabama, the limited liability companies must file a Certificate of Formation to legally create the entity. This document creates the official record of the company with the Alabama Secretary of State (SOS) and will be on file in both Montgomery and in the county probate office when the LLC is formed.

Alabama LLCs Certificates of Formation

Under applicable law, the Alabama Certificate of Formation (COF) is the first document that must be signed and filed with the State for LLC formation, before the operating agreement. It is also sometimes referred to as the Operating Agreement or, for a corporation, the articles of organization.

Filers must include a copy of the Name Reservation form with the filed certificate for the appropriate Probate Judge’s Office and Alabama SOS’s Office to process the documents properly. Because these filings are public, anyone can search the records online with either the Alabama Secretary of State’s Office or the appropriate Probate Judge’s Office.

Each County Probate Judge charges a local filing fee (at least $50.00) for filing the Certificate of Formation, and the Alabama SOS’s Office charges an additional fee (typically $100.00) for processing the documents. Both fees must be paid at the time of filing, or else the application will be rejected.

Alabama Law requires a Certificate of Formation on file to Create a new LLC.

The Company’s COF contains the following information:

  • The legal name of the Alabama limited liability company or the Alabama Series LLC;

  • Name and address of the initial registered agent (P.O. Boxes are not allowed);

  • A statement that there is at least one member of the LLC;

  • The date that the filing will be effective;

  • The Alabama business registered agent;

  • Indicate whether the Alabama LLC is a series LLC or a single, standalone entity;

  • The name, address, and contact information for the person preparing the COF; and

  • The name and signature for the LLC organizer.

Filings that do not contain the above-listed information do not comply with the Alabama Code and are subject to rejection by the Probate Court and Alabama Secretary of State’s Office.

2020 Update to the Alabama LLC Certificate of Formation Law.

Beginning in 2020, applications for a COF may be filed online. Organizers may also mail a completed packet (with two copies included) to the appropriate Probate Judge’s Office along with two checks for the County and State filing fees.

As long as the COF states that it is effective upon filing, the LLC will be a legal entity on the date that the appropriate Probate Judge’s Office records the documents in the official file.