Articles of Organization
In any Alabama LLC formation, articles of organization must be signed by the members named in the articles, or by an organizer, and then filed with the Alabama county probate judge. State law requires that certain information be included in your articles of organization of your Alabama LLC formation. This information must include:
- The company name
- The period of the LLC’s duration (this period may be perpetual or for a set amount of time)
- The purpose of organization (this may be specified or you are allowed to use the phrase “any or all lawful conduct for which a limited liability company may be organized”)
- The location and mailing address of the company’s registered office and the name of the company’s registered agent (If you don’t have a registered agent, United Agent Services can arrange to be your legal agent – see below for additional details)
- The names and mailing addresses of the initial member or members, and, if any, the organizer of the limited liability company
- The right, if given, of the member or members to admit additional members, and the terms and conditions of their admission
- The circumstances, if any, under which the resignation of membership of one or more members will result in dissolution of the limited liability company
- A statement that the company will be managed by a manager or managers, if applicable, and their names and mailing addresses
- Any other provisions for internal regulation
Your LLC is considered organized once the articles of organization and two copies are delivered to the probate judge, and the judge finds that they are in compliance with state requirements. One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members. Within 10 days after the issuance of the certified copy of the articles of organization a certified copy of the articles of organization will be given to Secretary of State, indicating the place, date, and time of filing of the articles of organization.
Additionally, an Alabama LLC formation generally requires inclusion and/or consideration of the following:
Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
- A limited liability company must have one or more members. Requirements:
- Minimum Number of Members: One or more
- Eligibility Requirements: A member must be an individual
- Procedure for Membership: The member may acquire an interest in the LLC either
- Directly from the company, in compliance with any operating agreement of the company or
- With the written consent of all of the members of the company if an operating agreement of the company does not provide for acquiring an interest directly from the company
Resignation of Membership
Certain prohibitions exist surrounding the ability of a member to resign from the company.
- A member may not resign from a limited liability company except in accordance with the operating agreement of the company
- Unless the operating agreement provides otherwise, a member may not resign from a limited liability company before the dissolution and winding up of the limited liability company
- An LLC may pursue certain remedies against a resigning member if the resignation violates the operating agreement
The contributions of a member to the limited liability company may be in cash, property, services previously rendered, or a promissory note or other binding obligation to pay cash, convey property, or to render services.