Alabama Foreign Registration / Delaware LLC in Alabama
A Delaware LLC registering in Alabama
A Delaware LLC that does business in Alabama registers there for $150 on the Foreign LLC Application for Registration, with a $25 name reservation attached, and it keeps paying Delaware's $400 annual tax, due June 1. Alabama does not ask for a Delaware good standing certificate, which removes the usual extra step, so the questions are about names, agents and two tax calendars.
Delaware and Alabama side by side
| Delaware (home) | Alabama (registration) | |
|---|---|---|
| Filing | Formation already done | Foreign LLC Application for Registration, $150 |
| Name | The Delaware record | Reservation, $25, attached to the application |
| Yearly cost | $400 tax, payable June 1 | Department of Revenue privilege tax return, with an exemption at $100 or less |
| If late | $200 added to the tax | Revocation process if tax goes unpaid for 180 days |
| Agent | A Delaware registered agent | An Alabama agent with a physical Alabama office |
| Home certificate | Delaware sells a good standing certificate for $50 | Not asked for on the application |
Do you need the Delaware certificate?
Not for Alabama's own application. Where other states want a certificate from Delaware's Division of Corporations at $50, Alabama has the signer certify that the LLC validly exists under Delaware law (item 8). That makes the Delaware annual tax more important than the paperwork around it: if the Delaware tax is unpaid, the LLC is not in good standing there, and signing item 8 becomes a statement you should not make. Pay Delaware first, then sign.
The Delaware details on the form
Item 1 takes the name as Delaware has it, ending and all. Item 6 is Delaware, and item 7 is the date on the Delaware certificate of formation. Item 5 is the principal office, which can be anywhere, Delaware included, so long as it is a street address. Items 9 and 10 name the Alabama agent and office. Item 12 asks when Alabama operations begin, and the whole form is walked through on the LLC application page. A Delaware LLC that is managed from Texas, say, gives the Texas street address in item 5, because the form asks where the company is run and not where it was formed.
The name question for Delaware LLCs
Alabama's rule, in section 10A-1-7.07, is that a foreign LLC's name for use in Alabama has to carry limited liability company, L.L.C. or LLC. A Delaware LLC whose name lacks one of those endings, or whose name an Alabama entity already holds, adopts a different name for Alabama. The reservation lists the Delaware legal name and the Alabama name side by side, and the application certifies a resolution of the managers or members adopting the Alabama name.
Two agents, two states
Your Delaware agent serves Delaware. Alabama needs an agent of its own, someone living in Alabama or a business registered here, working from the Alabama office address. A firm that serves both states has to be registered here. If the Alabama registered office changes, Alabama expects the statement of change within 60 days, at $100.
Two calendars for a Delaware LLC in Alabama
| When | Obligation | Amount |
|---|---|---|
| June 1 | Delaware annual LLC tax | $400 |
| About two and a half months after registering | Alabama initial privilege tax return, if tax is above the exemption | Depends on Alabama net worth |
| Each year after | Alabama privilege tax return, if required | Exempt at $100 or less |
| Within 60 days of a change | Alabama agent or office statement of change | $100 |
The Delaware tax and the Alabama return are separate filings with separate agencies. A Delaware LLC taxed as a partnership files the Alabama pass-through version of the return, and one taxed as a corporation files the corporate version.
What brings a Delaware LLC to Alabama
The statute gives no number for a hire who works from home, a lease, a project or a regular customer base. It requires registration for an LLC that transacts business in the state, defined to include any activity (Ala. Code 10A-1-7.01(b)), so a regular presence points toward registering. The transacting business page has the situations in detail.
Registering a Delaware LLC in Alabama
Pay Delaware
Bring the $400 annual tax current so the LLC is in good standing.
Reserve the name
$25, with any Alabama-only name included.
Choose the agent
An Alabama resident or registered entity with a street office.
File the application
Two typed originals and $150.
Diary both states
Delaware's tax June 1; Alabama's return as it applies.
Delaware LLC questions
Does Alabama want a certificate from Delaware?
No. The LLC application has the signer certify valid existence instead.
Does registering in Alabama change my Delaware tax?
No. Delaware still charges $400 on June 1.
Do I have to convert to an Alabama LLC?
No. The Delaware LLC keeps operating as the same company, now registered in a second state.
Can my Delaware agent serve in Alabama?
Only if it is registered in Alabama with an Alabama office.
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
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Name reservation request form for foreign entities
- Alabama Department of Revenue, who files the business privilege tax return
- Code of Alabama 10A-1-7.12 (grounds for revocation)
- Delaware Division of Corporations fee schedule (PDF)
- Code of Alabama 10A-1-7.07 (entity name)
- Alabama Secretary of State, Change of Registered Agent or Registered Office by Entity (form PDF)
- Code of Alabama, section 10A-1-7.01
Doing business in Alabama from another state?
Order online and we reserve the name, prepare the application and file it in Montgomery.