Section 10A-1-4.02

Place of filing and filing duties of judge of probate and Secretary of State.

(a) The following filing instruments shall be delivered to the judge of probate for filing, except as the chapter applicable to an entity or other provision of this title provides for filing by the Secretary of State or another filing officer:

(1) certificates of formation or any amendments or restatements thereof;

(2) certificates of termination;

(3) certificates of revocation of termination;

(4) certificates of correction to any filing instrument required to be delivered to the office of the judge of probate for filing; and

(5) any other filing instrument required or permitted under this title to be delivered to the judge of probate for filing.

(b) Any of the following filing instruments delivered to the office of the judge of probate for filing shall be accompanied by an additional exact or conformed copy to permit the judge of probate to transmit to the Secretary of State a certified copy thereof as required by subsection (g):

(1) certificates of formation;

(2) amendments to certificates of formation that alter the name of any entity;

(3) restated certificates of formation;

(4) certificates of termination;

(5) certificates of revocation of termination; and

(6) certificates of correction correcting any of the foregoing filing instruments.

(c) The following filing instruments shall be delivered to the Secretary of State for filing:

(1) certificates or articles of merger, statements of conversion, and articles of share exchange;

(2) registration of a foreign entity for authority to transact business in this state;

(3) the annual report of a business corporation, which may be made as provided in Section 10A-2-16.22 by filing with the Department of Revenue the public record information required by Chapter 14A of Title 40, together with the prescribed fee for the annual report;

(4) for corporations created by an act of the Legislature prior to the adoption of the Constitution of Alabama of 1901, or for entities which have resulted from a merger, share exchange, or conversion, all filing instruments required by this title to be delivered to the judge of probate for filing shall be delivered to the Secretary of State for filing;

(5) any other filing instrument required or permitted under this title to be delivered to the Secretary of State for filing;

(6) articles of correction of any filing instrument required or permitted to be delivered to the Secretary of State for filing; and

(7) any other filing instrument required or permitted to be filed under this title and not expressly required or permitted to be delivered to the Secretary of State or judge of probate or other designated filing office for filing.

(d) The filing of partnership statements shall be as provided in Section 10A-8-1.06.

(e) Certificates of merger, articles of merger or share exchange, and statements of conversion delivered to the Secretary of State for filing shall be accompanied by the additional number of exact or conformed copies of articles as may be required for purposes of subsection (g) hereof.

(f) If the judge of probate or Secretary of State, as the case may be, finds that a filing instrument delivered under this section and Section 10A-1-4.01 substantially conforms to the provisions of this title that apply to the entity and that all required fees have been paid, and if, in the case of a certificate of formation or an amendment to a certificate of formation that would change the name of the entity, the judge of probate finds that the name of the entity has been reserved under Section 10A-1-5.11, the judge of probate or Secretary of State, as the case may be, shall file it immediately upon delivery by:

(1) endorsing "filed," together with his or her name and official title and the date and time of receipt on the instrument and all copies required hereunder and on the receipt for the filing fee;

(2) accepting it into the filing system adopted by the judge of probate or Secretary of State and assigning the instrument a date of filing; and

(3) delivering a copy thereof, endorsed as provided in subdivision (1), with the filing fee receipt, or acknowledgment of receipt of the instrument if no filing fee is required, to the entity or its representative.

(g) In the case of any of the filing instruments described in subsection (b), the judge of probate shall within 10 days transmit a certified copy of the filing instrument to the Secretary of State. In the case of certificates or articles of merger, statements of conversion, or articles of share exchange, the Secretary of State shall promptly transmit a certified copy thereof to the office of the judge of probate of the county in which each domestic entity's certificate of formation, if any, is filed.

(h) If the judge of probate or Secretary of State, as the case may be, refuses to file a filing instrument, he or she shall return it to the domestic or foreign entity or its representative within seven days after the filing instrument was delivered, together with a brief, written explanation of the reason for his or her refusal.

(i) The judge of probate's or Secretary of State's duty to file filing instruments under this title is ministerial. His or her filing or refusing to file a filing instrument does not:

(1) affect the validity or invalidity of the filing instrument in whole or in part;

(2) relate to the correctness or incorrectness of information contained in the filing instrument; or

(3) create a presumption that the filing instrument is valid or invalid or that information contained in the filing instrument is correct or incorrect.

(j) The Secretary of State shall keep an alphabetical list of domestic and foreign entities, the certificates of formation, or registrations for authority to transact business in this state, for which are filed in his or her office, together with the data contained in the filing instruments.

(Acts 1994, No. 94-245, p. 343, §1; Act 2000-705, p. 1442, §3; §10-2B-1.25; amended and renumbered by Act 2009-513, p. 967, §25; Act 2014-293, p. 1052, §1.)