Section 10-2B-1.25

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

(a) The following documents shall be delivered to the office of the probate judge for filing:

(1) Articles of incorporation,

(2) Articles of amendment of articles of incorporation,

(3) Restated articles of incorporation,

(4) Articles of dissolution,

(5) Articles of revocation of dissolution,

(6) Any other document required or permitted to be filed under this chapter and not expressly required to be delivered to the Office of the Secretary of State or probate judge for filing, and

(7) Articles of correction of any document required or permitted to be delivered to the office of the probate judge for filing.

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

(1) Articles of incorporation,

(2) Articles of amendment that alter the name of any corporation,

(3) Restated articles of incorporation,

(4) Articles of dissolution,

(5) Articles of revocation of dissolution, and

(6) Articles of correction correcting any of the foregoing documents.

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

(1) Articles of merger or share exchange,

(2) Application of a foreign corporation for certificate of authority to transact business in this state,

(3) The annual report (which may be made as provided in Section 10-2B-16.22 by filing with the Department of Revenue the public record information 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 which have resulted from a merger or consolidation, all documents required by this chapter to be delivered to the probate judge for filing shall be delivered to the Secretary of State for filing,

(5) Any other document required or permitted under this chapter to be delivered to the Secretary of State for filing,

(6) Articles of correction of any document required or permitted to be delivered to the Office of the Secretary of State for filing.

(d) Articles of merger or share exchange delivered to the Office of the Secretary of State for filing shall be accompanied by such additional number of exact or conformed copies of such articles as may be required for purposes of subsection (g) hereof.

(e) If a document delivered for filing to the office of the probate judge or the Office of the Secretary of State, as the case may be, satisfies the requirements of Section 10-2B-1.20 and of this section, and if, in the case of the filing with the probate judge of articles of incorporation or articles of amendment that change the name of the corporation, the probate judge finds that the name of the proposed corporation or proposed changed name has been reserved under Section 10-2B-4.02, the probate judge or Secretary of State, as the case may be, shall file it immediately upon delivery.

(f) The probate judge or Secretary of State, as the case may be, files a document by stamping or otherwise endorsing "Filed," together with his or her name and official title and the date and time of receipt, on both the original and the document copy and on the receipt for the filing fee. Immediately after filing a document, except as provided in Sections 10-2B-5.03 and 10-2B-15.10, the probate judge or Secretary of State shall deliver the document copy, with the filing fee receipt (or acknowledgment of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative.

(g) In the case of any of the documents described in subsection (b) above, the probate judge shall within 10 days transmit a certified copy of such document to the Office of the Secretary of State. In the case of articles of merger or share exchange, the Secretary of State shall promptly transmit a certified copy of the articles of merger or share exchange to the office of the probate judge of the county in which each of the corporations' articles of incorporation are filed or, in the case of corporations existing on January 1, 1981, the corporation's certificate of incorporation was filed, there to be recorded in a book to be kept for that purpose.

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

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

(1) Affect the validity or invalidity of the document in whole or part;

(2) Relate to the correctness or incorrectness of information contained in the document;

(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

(j) The Secretary of State shall keep an alphabetical list of domestic and foreign corporations, whose statements of incorporation, certificates or articles of incorporation, or applications for certificate of authority are filed in his or her office, together with the data contained in said documents.

(Acts 1994, No. 94-245, p. 343, §1; Act 2000-705, p. 1442, §3.)