§ 10A-1-4.01 — Filing Instrument Requirements

Alabama § 10A-1-4.01

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 1: General Provisions
• Art. 4: Filings

Text

(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).

Legislative History

(Act 2009-513, p. 967, §24; Act 2018-125, §1; Act 2019-94, §2; Act 2020-73, §3.)