Alabama Foreign Registration / Who must register
Do I need to register my foreign LLC in Alabama?
A foreign LLC must register in Alabama, on a $150 application, before it transacts business in the state if any of its owners has limited liability under home-state law (Ala. Code 10A-1-7.01(c)). The code defines doing business broadly. The practical question is therefore whether your activity in Alabama is more than a passing contact, and the sections below show how the law frames it.
What the statute says
Alabama's foreign-entity law has three parts that matter for the question. First, the phrase transacting business takes in running a business, carrying out any other activity, and charitable or nonprofit work (Ala. Code 10A-1-7.01(b)). Second, to transact business in the state, a foreign entity must register if it is the kind of entity that would need a certificate of formation if formed here, if it is a foreign LLP, or if it gives any owner or member limited liability under its home law (Ala. Code 10A-1-7.01(c)). Third, a foreign entity that falls within that description must maintain its registration for as long as it transacts business here (Ala. Code 10A-1-7.01(d)).
Who the statute says does not have to register
Section 10A-1-7.02 names the exceptions. It says a foreign entity outside the description above can transact business without registering, but it must still meet any other law that requires filing. An entity also does not have to register where other state or federal law lets it carry out the particular business in Alabama (Ala. Code 10A-1-7.02(c)). A foreign unincorporated nonprofit association is not required to register (Ala. Code 10A-1-7.02(d)), and neither is a foreign entity exempt from Title 16, Chapter 46, which covers certain educational entities (Ala. Code 10A-1-7.02(e)).
For a typical for-profit LLC or corporation, none of those exceptions fits. The remaining test is whether the entity is transacting business.
No published list of safe activities
Many states publish a short list of things that fall outside doing business, such as holding meetings, using a bank account or making a single isolated sale. We do not claim that any particular activity in Alabama is safe. If you rely on an exception, do not rely on a list from another state.
The statute's wide definition does not say that a single email to an Alabama customer needs registration either. It simply leaves the line to the facts. Regular activity, staff, premises or repeated transactions point toward registering. One casual contact points away from it. The middle ground is a legal judgment, and an Alabama business lawyer can tell you where your facts fall. Once you know, we prepare and file the registration.
Situations, one at a time
I have one employee who works from home in Alabama. Do I have to register?
Having a person carry out the company's work in Alabama on a regular basis looks like transacting business under the broad definition, and the statute has no exception for remote staff.
We sell online to Alabama customers from another state. Do we have to register?
The statute has no stated threshold for sales into the state, and it does not name online sales. Without staff, inventory or premises in Alabama, the question is open on those facts. Registration is the cautious route.
My LLC owns a rental property in Alabama. Do I have to register?
Renting, repairing, collecting rent and signing leases is an ongoing activity in the state, which points toward registering.
We have a contract to perform work in Alabama for several months. Do we have to register?
A project that runs for months is more than a single contact. The statute does not exempt work by its length, and the consequence of staying unregistered is a bar on suing, plus a late filing fee of $150 for each year of delinquency once business passes 90 days.
We only attend a trade show in Alabama once a year. Do we have to register?
A once-a-year event is an occasional contact, not a continuing presence. The statute offers no safe harbor; register if the show leads to regular Alabama sales.
We are a general partnership. Do we have to register?
The rule in the statute turns on limited liability for an owner or on the entity being the kind that needs a certificate of formation. A general partnership without limited liability may fall outside it. The fee schedule also lists a registration for foreign general partnerships, so ask us before ordering.
We only want to defend a lawsuit in Alabama. Do we have to register?
No. Staying unregistered leaves your right to defend a case in an Alabama court intact.
We are a nonprofit. Does the rule reach us?
Yes. The definition covers not for profit activity, and a foreign nonprofit corporation files the same corporation form as a business corporation.
What operating unregistered costs
The consequences are mostly procedural, with one money charge. An unregistered entity cannot bring its own case in Alabama courts until it registers (Ala. Code 10A-1-7.21(a)), but its deals stay enforceable against it and it can defend itself (Ala. Code 10A-1-7.21(b)). The state's Attorney General can ask a court to halt the activity (Ala. Code 10A-1-7.22(b)). Your owners keep the personal protection their home law gives them (Ala. Code 10A-1-7.21(d)). The money charge is the late fee, and the late filing page has the numbers and the service-of-process rules.
Other filings are separate
Registration at the Secretary of State stands apart from filings with other Alabama agencies, and the statute adds that an entity outside the registration rule may still owe filings under other laws (Ala. Code 10A-1-7.02(b)). The Department of Revenue applies its business privilege tax return to entities that are registered or doing business in Alabama, which the yearly tax page covers. Licences, sales tax and employer accounts are outside what we file.
If you are already doing business there
Do not wait. The Secretary of State can bill a late fee for each year of delinquency, and can make a registration effective only once that fee is paid (Ala. Code 10A-1-7.23). Reserve the name, file the Foreign LLC Application for Registration, and budget for a fee for each year your Alabama business ran past 90 days. We can prepare the whole package, reservation included.
Our charge and the state fee, itemized
Register in Alabama
+ $150 state fee
- The Alabama name reservation, requested first so its certificate can travel with the filing
- The Foreign LLC Application for Registration or the Foreign Corporation Application for Registration, completed and signed for you
- An Alabama registered agent and office: ours, or the one you keep
- Submission to the Secretary of State and the filed registration sent back to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
Alabama
Start my Alabama registrationCheckout lists our charge and the Alabama fee on separate lines before you pay. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Where these facts come from
- Alabama Secretary of State, LLC filings
- Alabama Secretary of State fee schedule
- Alabama Secretary of State, Foreign LLC Application for Registration (form PDF)
- Alabama Secretary of State, Foreign Corporation (business or nonprofit) Application for Registration (form PDF)
- Alabama Secretary of State, foreign corporations
- Code of Alabama, section 10A-1-7.01
- Code of Alabama, section 10A-1-7.02
- Code of Alabama, section 10A-1-7.23
- Code of Alabama, section 10A-1-7.21
- Code of Alabama, section 10A-1-7.22
Doing business in Alabama from another state?
Order online and we reserve the name, prepare the application and file it in Montgomery.