Registering a Foreign Limited Partnership in Alabama

To Alabama, a limited partnership organized in any other state or abroad is foreign. Section 10A-1-7.01 of the Code of Alabama obliges a foreign entity that gives any owner limited liability to register ahead of transacting business, and a limited partnership qualifies because its limited partners are shielded. Once registered, it has to stay that way throughout its time operating here.

The statute's word is registration. The Secretary of State's fee schedule labels this filing a certificate of authority, yet the form is a Statement of Authority, so expect to see both names. Registering leaves the partnership agreement and the home-state status alone. It puts the partnership on Alabama's record with its general partners and its local agent.

A limited liability limited partnership is handled on a different form, the Foreign LLLP Statement of Authority, which carries the same state fee.

Read section 10A-1-7.01(b) closely. The definition sweeps in every kind of activity, commercial or not, with no profit motive required. That is a generous net.

Silence on safe harbors

The foreign entity article never says which dealings stay on the right side of the line. A bank account, partner meetings, a lawsuit, a single deal, holding property: none is mentioned, so none can be treated as safe on the state's authority, and none is flagged as a trigger either.

Narrow carve-outs

An entity may skip registration under section 10A-1-7.02 if it is not described by the registration rule, if other Alabama or federal law already authorizes its particular business, or if it is a foreign unincorporated nonprofit association. Section 10A-1-7.24 preserves any filing duties found elsewhere in the law.

Where the partnership's tie to the state is thin, such as an investment held from far away, put the question to an Alabama attorney. Mainstay sells filing help and agent service, and legal calls belong with a lawyer.

The filing is the Foreign Limited Partnership (LP) Statement of Authority. Alabama assigns it no form number. The Secretary of State collects $150, which section 10A-1-4.31 sets at the same level for a corporation or an LLC.

Submit two typed copies by mail to the Business Services office in Montgomery, with a stamped envelope addressed back to you. Paying by card on a mailed filing adds a convenience charge of 3% plus $2. Email is not accepted. The form says nothing about online registration, so ask the Secretary of State whether its online system takes this filing.

What the form asks for

• Full legal name, and a different Alabama name only if the first is unavailable
• The Alabama name reservation certificate
• State or country of formation, and the formation date
• Home principal office, listed by street address (a PO box will not do)
• The Alabama agent and office, again by street address
• When the partnership began or will begin transacting business here
• A certification that it currently stands as a valid limited partnership where formed
• Each general partner's name, street address and mailing address

A general partner types their name and signs. No notary is involved.

The Statement of Authority asks for neither a certificate of existence nor a good standing letter. At item 10 the signers certify that the entity is a valid existing limited partnership in the place named at item 5, and section 10A-1-7.04(b)(5) calls for that one statement only.

So there is no second state's office to wait on and no certificate age to track. Collect the exact legal name, the formation date and the general partners' addresses, and you are most of the way there. The one document attached is the Alabama reservation certificate.

Reserve the name first

Section 10A-1-7.01(e) puts the reservation ahead of the registration, and the certificate rides along with the Statement of Authority. Expect $25 for a paper request. Online, the request totals $28 for walk-up users without a subscription.

The partnership name

Under section 10A-1-5.05, the name needs limited partnership, limited, or an abbreviation such as LP, L.P. or Ltd. A partner's name may appear in it, but words like bank, trust, insurance, corporation or incorporated may not. If the home name does not fit, the form lets the partnership add a required term or adopt a fictitious name through a certified resolution of its governing authority.

The registered agent

Section 10A-1-5.31 requires an agent and an office in Alabama without interruption. The statute lets two kinds of agent serve: an individual who lives in Alabama, and a company organized under Alabama law or qualified here as an outside entity. Either one must run a business office from the registered address, and an agent that works only remotely or only through a forwarding arrangement does not qualify. Papers must be deliverable by hand at the office's street address, which rules out a mailbox service or answering service. Alabama states no business-hours requirement. Replacing the agent or moving the office takes a $100 statement of change.

A registered foreign limited partnership files no annual report with the state. The recurring item is the business privilege tax, paid to the Department of Revenue. The statute's definition of a limited liability entity includes limited partnerships, and those file Form PPT. A return is due only if the tax exceeds $100, because anything at or below that figure is exempt. Dates follow the matching federal return, and the first return arrives two and a half months after registration. Filing late costs 10% of the tax, or $50 if that is more.

When facts change, amend. A general partner joining or leaving, or a new name, are typical triggers. Ninety days from the change is the latest allowed, and $100 pays for the amendment. Section 10A-1-7.12 lets the Secretary of State start revocation if no agent or office is in place for 60 days, so line up a replacement agent before the old one steps down. Notice goes to the agent, and the partnership then has 60 days to fix the lapse.

Withdrawing

Ceasing business in Alabama calls for a statement of withdrawal at $100, together with an original Department of Revenue Certificate of Compliance showing that taxes and fees are paid.

Sections 10A-1-7.21 to 7.23 govern, and they apply to every foreign entity alike.

• No suing. An unregistered partnership cannot begin or continue an action in an Alabama court until registered.
• Late fee. The Secretary of State may bill the registration fee again for each year of delinquency once the partnership has been at it for more than 90 days. The schedule lists $150 a year, partial years are not addressed, and the registration may be held until the charge is paid.
• Restraint. An injunction against the partnership's business here is available to the Attorney General.
• Process. For lawsuits about its Alabama activity, the Secretary of State is deemed the partnership's agent.

Contracts hold up, the partnership can defend a suit, and owners' liability limits are a matter of home-state law that missed registration does not waive.

Mainstay's checkout for foreign qualification handles LLCs and for-profit corporations only, which leaves the registered agent as the service for a limited partnership. It costs $149 per year, flat, with the same figure when it renews. Your Statement of Authority carries the agent's Alabama address, and so does the public record. If someone serves the partnership, a scan lands in your account before that business day closes, and Mainstay charges nothing for it. Each year, the first three letters from government offices are scanned at no cost.

Suppose the partnership already has another agent on file. Mainstay will submit the change of agent and pass the state's $100 charge along at cost. Filing the Statement of Authority is up to the partnership or its attorney. Mainstay's agent is a company, so the Alabama-resident option does not hold you back. Get started on the Alabama registered agent page.