Fill and Sign the Al Corporation Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF ALABAMA PROFESSIONAL CORPORATION Control Number: AL-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Forms List 3. Notes on Downloading the Forms 4. Notes on Completing the Forms 5. Instructions and Steps 6. Accessories 7. Disclaimer PROFESSIONAL CORPORATION for State-Licensed Professionals STATE OF ALABAMA Electronic Version Statutory Reference Alabama Code – Title 10 – Chapter 4 – Article 19: Professional Corporations http://www.legislature.state.al.us/CodeofAlabama/1975/coatoc.htm Forms List The following forms are available for download with this package.  AL-NAMERESV: Corporate Name Reservation Request  AL-00INCP: Articles of Incorporation for Professional Corporation  AL-PC-TL: Sample Transmittal Letter  AL-PC-OM: Sample Organizational Minutes  AL-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  AL-PC-AM : Sample Annual Minutes  AL-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the State of Alabama is controlled, generally, by the requirements set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Alabama Board or other governing entity for your profession. Before filing your Articles of Incorporation, you should contact the governing Board/agency for your profession to confirm that you are in compliance with any Board rules/regulations or special registrations for forming a Professional Corporation. Step 1: See FORM: AL-NAMERESV CORPORATE NAME RESERVATION REQUEST Before completing Articles of Incorporation, you must check with the Secretary of State’s Office concerning the availability of the desired corporate name, and reserve the name you have chosen. Call the number provided first to check, then mail in the form to reserve your chosen name. Make sure to conform to the statute for naming a Professional Corporation, including the appropriate ending: Per §10-4-387 of the Alabama Code, the name of a domestic professional corporation shall contain the words “professional corporation” or the abbreviation “P.C.” Mail the completed form to the address on the form with the filing fee. Step 2: See FORM: AL-00INCP ARTICLES OF INCORPORATION Once you have reserved the corporate company name, you are ready to complete the Articles of Incorporation. ► The Certificate of Incorporation should by printed legibly in black ink. ► Article I: Provide the corporate name you have reserved. ► Article II: Unless you have a specific reason to plan for the dissolution of the corporation on a specific date, it is better to add nothing to this section and allow the corporation to have perpetual existence. ► Article III: Provide the name of your professional practice in the blank – for example: law , medicine , dentistry , accounting , architecture , etc. ► Article IV: Provide the number of shares that the corporation is AUTHORIZED to issue. ► Article V: Provide the STREET address (NOT A PO BOX) of the registered office of the corporation and the name of the registered agent at that office address. ► Article VI: Provide the name(s) and address (es) of the initial directors of the corporation. You only need to have one director. ► Article VII: Provide the name(s) and address (es) of the Incorporator(s). You only need one Incorporator. ► Date the Articles, have the Incorporator type/print his/her name, and provide his/her signature. ► File the original and two copies of the Articles of Incorporation (be sure to attach the Certificate of Name Reservation) at the Judge of Probate office in the county where the corporation's registered office is located. ► The Judge of Probate’s filing fee is $35 (but verify this by phone first!) and the Secretary of State’s filing fee is $40. (The probate judge collects all fees and forwards the documents you file to the Secretary of State along with his filing fee.) A sample cover letter is included. See FORM: AL-PC-TL -- SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: AL-PC-OM -- SAMPLE ORGANIZATIONAL MINUTES See FORM: AL-PC-BL -- SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail the form to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: AL-PC-AM -- SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: AL-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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