How to Dissolve an Alabama Corporation
How do you dissolve an Alabama corporation?
To dissolve your Alabama corporation, you must provide the completed original and two copies of the Domestic Business Corporation Articles of Dissolution form, to the Judge of Probate in the county where the original Certificate of Formation was recorded, by mail or in person. An original signature is required.
A dissolved corporation may not carry on any business except as appropriate to wind up and liquidate its business and affairs.
Dissolution of a corporation does NOT alter the status of its shareholders, transfer title of the corporation’s property, prevent transfer of its shares, prevent commencement of a legal proceeding, or suspend a pending proceeding, terminate the authority of the registered agent of the corporation, or result in the corporation’s name becoming available for use by another business until the time period to revoke the dissolution has passed.
Alabama Corporation Dissolution FAQ
Is there a filing fee to dissolve or cancel a Alabama corporation?
To dissolve your corporation in Alabama, the Secretary of State requires a $100 filing fee and the Judge of Probate will have a minimum $50 recording fee. You will need to contact the Judge of Probate in the county where the original Certificate of Formation was recorded, to determine the exact fee. Two separate checks are required. Some counties will take expedited processing of the dissolution. You should contact the Judge of Probate for that information. If Northwest Registered Agent is your company’s original Alabama registered agent, your documents go to the Shelby County Judge of Probate. They charge $56 to record the dissolution, and may be contacted with questions at (205) 669-3720.
Do you need a Department of Revenue clearance before the Alabama Secretary of State will accept your dissolution?
No, you do not need clearance to dissolve a corporation or LLC.
How long does it take the state to process the filing?
Processing takes approximately one week. The Judge of Probate will determine if the Articles of Dissolution conform to Alabama Law, then they will be endorsed with the date and time of filing (recorded) and the two copies certified. One certified copy of your recorded articles will be returned to you by mail and attached to your Certificate of Dissolution. Within ten days of the recording in the county, the Judge will send the other certified copy of the recorded Articles of Dissolution to the Secretary of State along with the filing fee. The Secretary of State will index the filing and post your dissolution information on their Website. If you are able to walk the articles in, Shelby County Judge of Probate can give you a copy of the recorded articles while you wait.
Shelby County contact information:
Shelby County Alabama Probate Office
112 North Main Street
P.O. Box 825
Columbiana, AL 35051
Fax #: (205) 669-3884
How long before someone can take your business name?
The time period to revoke your Articles of Dissolution is 120 days. After that time, your business name is no longer protected in Alabama.
What is the penalty if you do not dissolve properly and just don’t file your annual reports?
The Alabama Department of Revenue collects a Business Privilege Tax from all corporations in Alabama that includes an annual $10 fee for the Secretary of State. This Business Privilege Tax replaced the annual franchise tax as of January 1, 2011. The penalty for delinquent filing is 10% of the amount due or $50, whichever is greater. Then an additional 1% accumulates each month it goes unfiled and unpaid. The Alabama Department of Revenue will turn over your delinquency to their Collection Services Division within several months and they will obtain a writ from the court to seize whatever is necessary from the delinquent corporation to satisfy the debt to the Alabama Department of Revenue. Neither the Secretary of State nor the Department of Revenue will administratively dissolve you for failure to address your annual business privilege tax; so if you want to avoid the expense of collection the following year, file the proper Articles of Dissolution.
Alabama Department of Revenue contact information:
Business Privilege Tax Section
P.O. Box 327431
Montgomery, AL 36123-7431
Web site: http://www.revenue.alabama.gov