Register a Foreign LLC in Alabama

Most states publish a list of things a foreign company can do without registering. Alabama does not. Title 10A of the Code of Alabama has no section that lists activities which fall short of transacting business, and the old corporation-law list was repealed effective January 1, 2014. What you get instead is a broad definition in § 10A-1-7.01(b): transacting business includes conducting a business, an activity, a not-for-profit activity, "and any other activity, whether or not for profit."

The duty to register in § 10A-1-7.01(c) turns on the type of entity. A foreign entity must register if it would have needed to file a certificate of formation had it been formed in Alabama, or if its home-state law gives any owner or member limited liability. An LLC fits both tests. Once registered, you must keep the registration alive for as long as you transact business in the state.

There are a few carve-outs in § 10A-1-7.02: entities that do not fall under 7.01(c) at all, foreign unincorporated nonprofit associations, and a company whose particular business is authorized in Alabama by other state or federal law. Other filing duties under that other law still apply. Alabama publishes no official rule of thumb, so a borderline case, such as a few remote sales into the state with no staff or property here, is a question for an Alabama attorney. If you have an office, employees, inventory, or regular operations in Alabama, plan on registering.

The filing is called the Foreign Limited Liability Company (LLC) Application for Registration, and Alabama gives it no form number. The paper version is four pages: two for the application, one for a small, minority and woman-owned business survey, and one for the payment slip. Alabama's own word for the process is registration, not "certificate of authority."

The Secretary of State's fee is $150, set in § 10A-1-4.31 and the same whether you file online or on paper. Online filing runs through the Secretary of State's Online Services portal, which shows a total of $156 once the portal charge is added. On paper, you mail two typed copies with a self-addressed, stamped envelope to Secretary of State, Business Services, P.O. Box 5616, Montgomery, Alabama 36103. A card payment on a mailed filing adds 3% of the charge plus $2.00. Email submissions are not accepted. The online portal does not mail notices; you download your documents from the site within 15 days. No official page gives a processing time, and the fee schedule lists no expedite option for business filings.

The application asks for the entity's legal name in its home state, a different Alabama name if you need one, the principal office street address (no PO boxes), the state and date of formation, a certification that the entity exists as a valid LLC under its home law, your registered agent and registered office, a few checkboxes for nonprofit or series status, and the date the company began or will begin transacting business in Alabama. Someone authorized to sign gives a typed name and title. No notary is needed and the form has no line for an agent's consent.

Our checkout lists the state side of the cost at $184. With our $199, that is $383 today.

Alabama adds a step that many states skip. Under § 10A-1-7.01(e), a foreign entity has to reserve its name with the Secretary of State and attach the name reservation certificate to its application. The Secretary of State's LLC page says the same: obtain the Certificate of Name Reservation before you file the application.

The reservation is a separate state filing. The paper request form for foreign entities carries a $25.00 processing fee, and the online portal quotes $28.00 for non-subscribers. The name has to be reserved exactly as it is registered in the home state. A reservation is held until the earlier of one year from the date the application is accepted for filing or a withdrawal.

The name itself must contain "Limited Liability Company," "L.L.C." or "LLC" (§ 10A-1-5.06), and it cannot be the same as, or indistinguishable on the state's records from, an existing entity, a registered foreign entity or a reserved name. Entity designators are ignored when comparing. Written consent from the other holder, plus an undertaking to change, is one way around a conflict.

If your name will not work, there are two options. An LLC can add "limited liability company," "L.L.C." or "LLC" to its name for use in Alabama only. Or it can use a fictitious name that is available in the state, by filing a copy of its governing authority's resolution adopting that name, certified by its secretary (§ 10A-1-7.07). A foreign entity may reserve a fictitious name for this purpose. Names with a professional designation need an Alabama license or an agency letter.

Alabama wants no good standing or existence certificate from your home state, and no certified copy of your formation document. The statute, § 10A-1-7.04(b)(5), requires only a statement that the entity exists as a valid foreign entity under the law of its home state, and item 8 on the application is that statement. Since nothing from your home state is attached, no age limit applies either.

The one attachment is the name reservation certificate issued by the Alabama Secretary of State. A checklist from some other state that begins with ordering a home-state certificate does not carry over here.

Under § 10A-1-5.31, a registered foreign entity must designate an agent and an office in Alabama and keep both in place without a gap. The agent can be an individual who lives in the state, or a domestic or foreign entity that is itself registered to transact business here. The agent must keep a business office at the same address as the registered office, and may not carry out its duties solely through a virtual office or a mail forwarding service.

The registered office has to be a street address in Alabama where process can be served in person on the agent. It does not have to be a place of business for your company, but it cannot be only a mailbox service or a telephone answering service. Alabama's application says both the agent and the office must be physically located in the state, and a PO box does not count for the office address.

To swap agents or addresses later, a statement of change costs $100. If a company has no agent, service on it follows the Alabama Rules of Civil Procedure.

The first consequence is procedural. Under § 10A-1-7.21, a foreign entity transacting business in Alabama may not maintain any lawsuit or proceeding in an Alabama court until it has registered. The same section says the failure to register does not impair the validity of any contract or act, and does not stop you from defending a suit. The owners' limited liability is not waived solely because the company transacted business without registering.

Two other provisions are worth knowing. A company that transacts business without filing is treated as appointing the Secretary of State as its agent for service of process on claims arising from its Alabama activities (§ 10A-1-7.22). The Attorney General may also bring an action to restrain a foreign entity from transacting business in violation of the title.

The money is in § 10A-1-7.23. If a foreign entity has transacted business here for more than 90 days, the Secretary of State may collect a late filing fee equal to the registration fee for each year of delinquency, and may make the registration's effectiveness depend on paying it. The fee schedule lists the late filing penalty as $150.00 per year. The statute does not define what a "year of delinquency" is, so we will not guess at a total for your situation. Registering inside the first 90 days avoids the late fee.

Alabama does not take an annual report from foreign LLCs. Since January 1, 2024, the Secretary of State processes annual reports only for for-profit corporations and professional corporations, and the Department of Revenue says reports from other entity types will not be accepted.

The yearly obligation for an LLC is the business privilege tax, filed with the Department of Revenue. It applies to a limited liability entity doing business in Alabama or registered with the Secretary of State. The return is due on the same date as the matching federal return, and the first one is due two and a half months after the company registers. A pass-through LLC files Form PPT, and an LLC taxed as a corporation files Form CPT. Tax due of $100 or less is fully exempt, and in that case no return is required. The rate is $0.25 to $1.75 per $1,000 of Alabama net worth, capped at $15,000 for LLCs. A late return carries a penalty of 10% of the tax due or $50, whichever is greater. Depending on the business, other Alabama tax accounts may also be needed.

Amend your registration within 90 days of a change, such as a new name or a new principal office. The amendment form is $100, and a new name needs a new name reservation certificate. Registrations can be revoked, among other reasons, for going 60 days or more without an agent or office, or for leaving taxes and penalties unpaid for 180 days after they are due. The Secretary of State serves written notice on your agent first, and the company has 60 days to correct the problem.

If you leave Alabama, the Foreign LLC Certificate of Withdrawal is $100 and needs a Certificate of Compliance from the Department of Revenue filed with it. Business privilege tax liability continues for each year that began before the withdrawal.

Answer the checkout questions about your company and we prepare the Application for Registration, then submit it to the Secretary of State. The Alabama registered agent comes at no charge for twelve months, then continues at $149 a year. If papers are served on your company, we scan them and upload them that same business day, with no fee for the service. The name reservation is its own state filing and has to be in hand before the application goes in.

What you pay today buys the registration plus that first year of agent service. Preparing your business privilege tax return or any other tax filing is not part of it; that stays with you or your accountant. We are a filing service, not a law firm, so whether your activity amounts to transacting business in Alabama is a question for an attorney.

A corporation can register through the same checkout. The state fee and the total are the same as for an LLC, $383 today.