During the COVID-19 pandemic, the Alabama Department of Archives and History (ADAH) experienced an uptick in requests for assistance locating and accessing business entity filings as businesses applied for several pandemic-era economic initiatives. But what are business entity filings? Is the ADAH the first or the best place to look for a particular business entity filing? Today’s blog will answer these questions.
What are Business Entities?
A business entity is a structural organization incorporated (formed) to conduct business activities. Corporations or limited liabilities companies (LLCs) may be familiar terms, but what about other less common business types? The Code of Alabama 1975 § 10A-1-1.03 addresses types of business entities including, but not limited to, limited partnerships, employee cooperative corporations, homeowner associations, and real estate investment trusts.
Businesses incorporated in Alabama are domestic business entities, while those formed in another state or country are foreign entities.
What are Business Entity Filings?
Business entity filings are documents that businesses are required to be filed publicly under Title 10A to form a filing entity and dissolve (terminate) the business entity legally. There are several types of business entity filings a company may need to submit. Business entities formed in Alabama must file to obtain a Name Reservation Certificate and Certificate of Formation. Visit the Secretary of State website for Creating a Domestic Business Entity FAQs. Domestic and foreign business entities have separate forms. Here is a partial list of business entity filings that a business may need to complete to be fully compliant while carrying out business in Alabama or when dissolving the business entity:
- Name Reservation – Filed to reserve the exclusive use of an entity name prior to filing the certificate of formation in the state of Alabama. The reserved name cannot be the same as and must be distinguishable from the name of an existing business entity name.
- Certificate of Formation – Filed to create a business entity officially.
- Articles of Dissolution – Filed to terminate a business entity officially.
- Statement of Withdrawal – Filed to cancel a registration to transact business in Alabama by a foreign (means formed outside of Alabama) business entity.
Correction and amendment forms are business entity filings that address any mistakes or changes to previous business entity filings. For a complete list of business entity filing forms, please visit this link: https://www.sos.alabama.gov/business-entities/business-downloads.
When businesses apply for assistance, whether through a regular business loan or for a program such as the pandemic-era Paycheck Protection Program, proof of legal right to conduct a business must often be attached. Copies of business entity filings provide this proof.
Where do Business Owners Submit Business Entity Filings?
In Alabama, as of January 1, 2021, all business entity filings are filed directly with the Secretary of State’s Office.
The Code of Alabama first described business incorporation laws in 1852, with subsequent revisions expanding regulations. From the late nineteenth century through 1949, filings were submitted to and managed by Alabama county probate courts. Some county probate courts would forward these to the Secretary of State’s Office but not all, as it was not required by law. The requirement of county probate offices to send business entity filings to the Alabama Secretary of State was codified in 1949.
The Legislature’s passage of Alabama Act 2020-73 amended standards, allowed for electronic filing, and placed the responsibility of processing and maintaining business entity filings under the purview of the Secretary of State’s Office. The changes have allowed for a more centralized filing process and made it easier to procure copies when needed.
For more information about the history of business entity filings with the Secretary of State’s Office, consider reading the Historical Context section of the Secretary of State’s Records Disposition Authority, available on the Manage Records section of the ADAH website.
I am looking for a specific business entity filing. Where should I start?
Should you start with the ADAH if the Secretary of State’s Office maintains the filings? The answer depends on the age of the filing.
Filings before 1949
Since the Secretary of State infrequently received business entity filings before 1949, you may need to contact the county probate court to find these earlier filings. A directory of contact information for county probate offices is available on the Alabama Department of Revenue’s website. Because some counties sent business entity filings to the Secretary of State’s office prior to being legally required to do so, the ADAH has a small amount of pre-1949 filings. Please see the ADAH’s online catalog, specifically the Alabama Secretary of State Corporation Files to get an idea of what early business entity filings may be available. To access the container listing for the collection scroll to the bottom of the page.
Filings from 1949 to 2010
Like other state agencies, the Secretary of State’s Office transmits its historic permanent records to the ADAH for long-term preservation. This includes business entity filings. The ADAH currently holds business entity filings filed between 1949 and 2010. You can see what is in the collection and which box you may need by utilizing the ADAH’s online catalog entry for the Alabama Secretary of State Corporation Files. To access the container listing for the collection scroll to the bottom of the page.
After you have an idea of what you can find in the collection, contact the ADAH Reference Room to access these records.
Filings from 2010 through the Present
These business entity filings can be found, and copies purchased through the Secretary of State’s website and Government Records Inquiry System. Knowing the business entity’s name or number will provide the best results.
Knowing more about business entities and their filings will guide your search to either the Secretary of State, the ADAH Reference Room, or the local probate office for a particular filing. Records Management staff are always happy to answer further questions or point you in the appropriate direction.
ADAH Records Management Archivist Sophie G.H. Law researched and contributed to this blog.
For the Record 