(a) The procedure to adopt an amendment to the certificate of formation is as provided by the chapter of this title which applies to the entity, provided that unless the governing documents of the entity or the chapter of this title which applies to the entity provide otherwise, the governing authorities of the entity shall have the power, without owner or member action, to adopt one or more amendments to the entity’s certificate of formation:
Terms Used In Alabama Code 10A-1-3.12
Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
(1) to delete the name and address of organizers or persons listed in the original certificate of formation as initial governing persons, other than the name and address of each general partner of a limited partnership;(2) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;(3) to change the entity name by adding, deleting, or changing a geographical attribution in the name, or by substituting:
a. in the case of a corporation, the word “corporation” or “incorporated” or an abbreviation of one of the words for a similar word or abbreviation;b. in the case of a professional corporation, the words “professional corporation” for the abbreviation thereof, or the abbreviation for the words;c. in the case of a professional association in existence on December 31, 1983, the words “professional association” for the abbreviation thereof, or the abbreviation for the words;d. in the case of a limited partnership, the word “limited” or “limited partnership” or an abbreviation of one of the words for a similar word or abbreviation;e. in the case of a limited liability company, the words “limited liability company” for the abbreviation thereof, or the abbreviation for the words; or(4) to make any other change to the certificate of formation expressly permitted by this title to be made without owner or member action.(b) A filing entity that amends its certificate of formation shall sign and file, in the manner required by Article 4, a certificate of amendment complying with Section 10A-1-3.13 or a restated certificate of formation complying with Section 10A-1-3.17.
