Amendment of Certificate of Formation is required when you make changes to your LLC. While forming an LLC in Alabama, you must file the formation document. At some point in time, if you might need to update/change any of the information shared in the Certificate of Formation, you must file the Domestic LLC Amendment with Alabama SOS.
To amend your Alabama Certificate of Formation, you will need to follow a specific process, which typically involves filling out a form, paying a fee, and submitting the amended articles to the Alabama SOS. The process is not a lengthy one. In this article, LLCBuddy editors shared how to amend Alabama Certificate of Formation without any hassle. Note that the process explained here is a generic process. It is recommended to consult a professional or attorney beforehand.
What is Certificate of Formation in Alabama?
The Certificate of Formation is a document that is required to form an LLC in Alabama. The document must be submitted online or by mail to the Alabama Secretary of State. Certain details need to be added while filing the Alabama Certificate of Formation. The following are the points to be added to the formation document at the time of LLC registration-
- Name of your Alabama LLC
- The principal address of the LLC
- Name and address of the Alabama Resident Agent
- Names of all the members and managers of the LLC
- Summary of the LLC’s operation
- Start date of the LLC
- Purpose of the LLC
- Signature of all the members and managers of the LLC
How to Amend Alabama Certificate of Formation
Changes such as name, physical address of the business, address or/and name of the Alabama Resident Agent, or any other changes listed above must be amended with the SOS. It is easy to amend the Certificate of Formation in Alabama. There are three prominent steps to follow. The steps are as follows-
Step 1: Determine What Changes You Need in Alabama LLC
The first step is to determine what changes you need to make or if you need any changes. For some business experts, it is good to make structural or some other changes to upgrade your LLC after a point of time. For example, managers can change, LLCs can be restructured or move to other places, cities, or states, and you can also change the registered agent.
These are common changes that often occur in limited liability companies. If you have to make those changes, you must proceed with drafting the Domestic LLC Amendment with Alabama Secretary of State.
Step 2: Draft the Alabama Domestic LLC Amendment
The next step is to draft the Amendment. To Amend the Certificate of Formation, you need the following-
- Name of the LLC
- Purpose of the LLC
- Entity filing number
- Amendments
- Members and Managers’ signature.
- Along with these details, LLCs must submit more documents to the Alabama SOS.
Step 3: File Alabama Domestic LLC Amendment
To file the Domestic LLC Amendment in Alabama, you need either an online or offline form. You can do that online in most states by signing in to the Secretary of State’s official portal. To file the amendment in Alabama, you must fill up the form (online or offline) and send it back to the SOS (online or by mail).
- Online filing: LLC Amendment Online
- Offline filing: LLC Amendment PDF Form
For the online filing, the form must be submitted using the Alabama Secretary of State‘s portal. For offline (by mail) filing, the PDF form must be sent to the Secretary of State, P.O. Box 5616, Montgomery, AL 36103. The amendment filing fee of $50 must be paid at the time of form submission.
Why Amend Certificate of Formation?
There are six reasons why you need to file the Domestic LLC Amendment in Alabama. Following are the six points to note-
Change of Alabama LLC Name: If you change the name of the LLC, you must file it with the SOS. LLCs do not often change the names, but in some cases, if they change it, they immediately have to inform the Alabama SOS through Amendment.
It is recommended to check if the name change is absolutely necessary. Because it can affect the whole business. In some cases, it is better to start a new LLC than change the name of an existing one.
Tip from LLCBuddy
Change of Alabama LLC Address: Like the business name, if the principal address of the LLC is changed or the company is moved to another place, then Alabama LLC has to file the amendment certificate.
Change of Registered Agent: A Registered Agent is the most important person in the LLC. However, when you change or remove the Registered Agent, you must file the amendment with the Alabama SOS.
Change of Alabama LLC Management: This is another important reason why one should file the Amendment Certificate. If the managerial structure changes in your LLC, it must be filed with the SOS. The new structure, manager, or change in ownership must be filed.
Change of the Purpose of Alabama LLC: The purpose of the LLC is mentioned in the Certificate of Formation when it is filed. If the purpose is changed at any time, for example, a non-profit in Alabama changes to a for-profit organization, or vice-versa, it must be filed with the SOS.
Change of Alabama Tax Structure: The Alabama LLC classification of taxes is mentioned in the Certificate of Formation at the time of registration of the LLC. Later, if the LLC wants to change the tax structure, it must file the amendment certificate with Alabama SOS.
Cost to File Alabama Domestic LLC Amendment
The cost of filing the Amendment Certificate in Alabama is $50. For other types of filing costs, please visit the official website of Alabama Secretary of State.
Penalties for Not Filing Domestic LLC Amendment
Failure to amend Alabama Certificate of Formation can lead to legal issues against the LLC. Not filing the amendment certificate means non-compliance with the LLC in Alabama. Another consequence of not filing an amendment in Alabama is facing legal issues by violating state laws. For example, if a member-managed LLC becomes a manager-managed one in the future and the LLC does not file an amendment, it will be considered a violation of state law. Hence, the LLC might face legal issues.
FAQs
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In Conclusion
While running a limited liability company in Alabama, it might be possible to make changes. From the name of the business to the Resident Agent, the management of the LLC can be changed over time. Every time you make any changes, you must file the amendment. You must consider that changing LLC names should not occur more often unless it is totally required. The name is the first identity of your LLC; changing it frequently directly affects the company’s branding. Filing the Domestic LLC Amendment is mandatory as well as crucial, and failure to do so can lead to legal issues and non-compliance with state laws.
This article shares all the important steps you need to follow to file the Domestic LLC Amendment in Alabama. While you follow the steps shared in this article, make sure to consult a professional or attorney. If you are looking for a professional LLC formation service at $0, we recommend ZenBusiness. By following the steps outlined in this article and submitting the necessary documents to the Alabama Secretary of State, LLCs can successfully amend their Certificate of Formation and maintain compliance with state regulations.