The complete guide to foreign entity registration in Alabama

Alabama's registration statute starts from a simple premise: a foreign entity that is going to transact business in the state must register if it has limited liability for any owner, if it is a foreign LLP, or if forming it in Alabama would have required a certificate of formation (Ala. Code 10A-1-7.01(c)). Transacting business has a wide meaning here. It covers conducting a business or any other activity, for profit or not (Ala. Code 10A-1-7.01(b)).

The exceptions are narrow. An entity that does not fall under the statute's description may transact business without registering, but that does not excuse it from filing under some other law. Federal or state law that authorizes a particular business can also remove the need, and a foreign unincorporated nonprofit association or an educational entity exempt under Title 16, Chapter 46 is not required to register (Ala. Code 10A-1-7.02). The transacting business page walks through typical situations. Whether a given activity counts is a question for an Alabama business lawyer who knows your facts.

The name is the first filing, not an afterthought. A foreign entity reserves its name and then attaches the reservation certificate to the application (Ala. Code 10A-1-7.01(e)). The request goes to the Secretary of State with $25, under Ala. Code 10A-1-5.11, and the state's request form wants the name given just as the home state registers it. A paper request travels by mail or courier, never email, and the form also points to an online reservation.

A foreign LLC's Alabama name has to include limited liability company, L.L.C. or LLC. If the home-state name is taken here, or lacks one of those endings, the LLC may use a different name in Alabama. Ask for that name on the reservation itself; the request form has one line for the legal name and another for the substitute. The substitute also needs a resolution from the company's governing authority, which the application then certifies.

Before anyone types the form, collect the following:

• The legal name of the company as recorded in its home state, and any fictitious name for Alabama.
• The name reservation certificate from the Secretary of State.
• Where the company operates from, as a street address, plus a mailing address if that differs.
• Formation details: the state or country, then the date.
• The Alabama registered agent's name, street address and mailing address.
• The day business in Alabama started, or will start. The form will not take a blank.
• For an LLC, whether it is a nonprofit LLC, a series LLC or a nonprofit series LLC.
• The typed name and title of a person authorized to sign.

The statute lists what the application must state: the name, the entity type, the jurisdiction and date of formation, a statement that the entity is validly existing at home, the start date of business in Alabama, and the principal office address (Ala. Code 10A-1-7.04(b)). The LLC form carries 12 numbered items and the corporation form 11.

Mail two typed originals to the Business Entities Division at P.O. Box 5616, Montgomery, Alabama 36103, together with the filing fee, the name reservation certificate and an envelope addressed to yourself with postage on it. Hand delivery goes to 770 Washington Avenue, Suite 580, Montgomery, Alabama 36104. Pay by check, money order or card; a check is made out to the Alabama Secretary of State, one per filing. The foreign corporation page asks that the payment be dated within the last 90 days. Paying by card on the paper slip adds 3 percent plus $2.

The LLC page and the corporation page of the Secretary of State both advertise online filing at the same $150.

Registration is not a one-time event. When facts stated in the application change, Alabama expects an amendment. A statement found to be false has to be corrected quickly, and within 60 days of discovery at the outside. Changed facts are reported quickly too, and within 90 days of the change at the outside (Ala. Code 10A-1-7.06(c)). An amendment costs $100. A change of name needs a new name reservation first. An agent or office change goes on its own form for $100.

Revocation can start on any of 5 grounds: privilege tax or fees left unpaid 180 days past the due date, no agent or office for 60 days, an agent change not filed within 60 days, a document signed with knowledge that it was false, or word from the home state that the entity has been terminated (Ala. Code 10A-1-7.12). The late filing page sets out the revocation steps.

To end the registration, the entity files a certificate of withdrawal for $100 under Ala. Code 10A-1-7.11. It must come with the Revenue Department's original Certificate of Compliance, which shows that taxes and fees due have been paid. Withdrawal also revokes the registered agent's authority and consents to service of process for claims that arose while the entity was authorized here. The withdrawal page covers the form.