Foreign LLP Registration in Alabama: the Statement of Authority and Agent Rules

A foreign LLP is a partnership that took on limited liability partnership status in some other state or country. Alabama names it outright. Section 10A-1-7.01(c)(2) lists the foreign LLP among entities that must register before transacting business, and subsection (d) says the registration must be maintained while the partnership operates in the state.

The paperwork differs from what a corporation or an LP files. Section 10A-1-7.04(a)(2) has an LLP deliver a statement of foreign limited liability partnership instead of an application. The Secretary of State's form is called the Statement of Authority for Foreign Limited Liability Partnership, it carries no form number, and the fee schedule lists the charge as Registration. Filing it changes neither the partnership agreement nor the home status. It tells Alabama the partnership may operate here and who its local agent is.

Start with the definition in section 10A-1-7.01(b), which does not confine the term to commercial dealings: it takes in any activity at all, with or without a profit motive. Because the statute names foreign LLPs, there is no doubt that this entity type is covered.

Nothing official on exempt activities

Other states spell out what a visiting partnership may do without registering. Alabama's foreign entity article contains no such passage. A bank account, a partners' meeting, a court case, an isolated sale, owned property: the article is silent about each. The state has not called any of them safe and has not called any of them a trigger.

Exceptions and close calls

Section 10A-1-7.02 spares an entity whose particular line of business is authorized by some other law, and a foreign unincorporated nonprofit association. If the partnership's reach into the state is slight, ask an Alabama attorney before you decide. Mainstay cannot answer that question for you.

The state's price for the statement is $150. That is a flat amount rather than a per-partner charge, and section 10A-1-4.31(a)(1)e sets the same sum for every foreign entity, mentioning the statement of foreign limited liability partnership by name.

Mail two typed copies to Business Services in Montgomery with a self-addressed, stamped return envelope. Paying a mailed filing by card brings a surcharge of 3% and $2, and email is refused. Neither the form nor the Secretary of State's LLP page mentions online registration, so ask whether the online system handles this filing.

Reserve the name first

The reservation certificate must be attached (section 10A-1-7.01(e)). On paper the request costs $25, and online it is $28 for non-subscribers. The partnership's name needs limited liability partnership, or the abbreviation L.L.P. or LLP. When the home name falls short, the form allows a different Alabama name, or a fictitious one supported by a certified resolution of the partnership's governing authority.

What the statement contains

• The legal name, as it appears under the law governing the partnership agreement
• The name reservation certificate
• Where and when the partnership was formed
• The home principal office, by street address (no PO boxes)
• The Alabama agent's name and street address
• What the partnership does
• When business in Alabama began or will begin
• A certification that it is a valid LLP, plus signature declarations made under penalty of perjury

An optional delayed effective date may be up to 90 days after signing. One or more partners may sign.

Alabama's materials pull in different directions, so this page does not claim an answer. The statute, in section 10A-1-7.04(c), asks the statement to say that the partnership exists as a valid foreign LLP under the law governing its agreement, and item 12 of the form is that statement. The Secretary of State's forms list adds only the name reservation.

The Secretary of State's LLP page, however, describes presenting the registration form with a certificate of status from the filing office in the partnership's home jurisdiction. No age limit is given. The page and the form do not match.

Before you file, read the current form, then call the Business Entities Division at 334-242-5324 to ask whether a certificate of status should go with it. If one should, the owner orders it from the home state. Mainstay does not obtain home-state documents.

Section 10A-1-5.31 requires a registered agent and registered office in Alabama, held without gaps. The statute names two eligible kinds of agent. One is an individual residing in Alabama. The other is an entity that is domestic or registered here as a foreign entity. Whichever it is, the agent's business office has to sit at the registered address. An agent operating purely online, or through a forwarding arrangement, does not qualify.

The registered office is a street address in Alabama where the agent can be handed process in person. It need not be a place of business for the partnership itself, but a mailbox service or telephone answering service fails. The form requires both to be physically located in the state, and it excludes PO boxes. There is no consent line, and no business-hours rule.

Changing agent or office later means a statement of change. The fee schedule and the statute say $100. The LLP page still shows $25, which does not square with either, so budget $100.

The Secretary of State requires no annual report from a registered foreign LLP. Each year the money question is business privilege tax, payable to the Department of Revenue. Under the tax statute, registered limited liability partnerships count as limited liability entities and file Form PPT. Tax of $100 or less is exempt, so a return is needed only above that. Dates follow the federal return for the same year, and the initial return falls due two and a half months after registration. Filing late means 10% of the tax or $50, whichever is higher.

An amendment to the registration is due promptly after a change and no more than 90 days after it, for $100. A new name needs a new reservation. Revocation can begin when no agent or office exists for 60 days, or when a change of agent goes unreported for 60 days. The notice is served on the agent, and the partnership has 60 days to cure.

Leaving Alabama means filing a statement of withdrawal for $100, and an original compliance certificate issued by the Department of Revenue must come with it.

The consequences come from sections 10A-1-7.21, 7.22 and 7.23.

• No Alabama court will hear a claim the partnership brings until it has registered.
• A late fee is possible after 90-plus days of business: the Secretary of State may add the registration charge again for each year of delinquency. The schedule shows $150 per year. The statute leaves partial years unaddressed, and the registration can be held until payment.
• The Attorney General may seek to restrain the partnership's business.
• The partnership is deemed to have appointed the Secretary of State to receive process over its Alabama activity.

Contracts stay valid and the partnership can defend a suit. The statute adds that the partners' liability limits come from home-state law and are not waived solely by a missed registration.

Mainstay's foreign qualification checkout is limited to LLCs and for-profit corporations, so an LLP's option is the registered agent: $149 a year, flat, identical at renewal. Alabama sees the agent's address on the statement and in the public record. When the partnership is served, Mainstay scans the papers and posts them to your account by the end of the business day, free of charge. The first three government mailings of each year get the same scanning at no cost.

If another agent is already on file, Mainstay can submit the change of agent, passing along the state's $100 fee at cost. The statement itself is filed by the partnership or its attorney. Alabama's resident-individual option does not matter here, because Mainstay's agent is a company. The Alabama registered agent page is the place to begin.