§ 10A-5A-2.01 — Formation

Alabama § 10A-5A-2.01

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 5A: Alabama Limited Liability Company Law of 2014
• Art. 2: Formation

Text

(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.

Legislative History

(Act 2014-144, p. 265, §1; Act 2020-73, §10; Act 2021-299, §5; Act 2024-413, §1.)