LLC Registered-Agent and Registered-Office Requirements in Alabama

At a glance

Requirements one by one

Governing law and terminology

Ala. Code § 10A-5A-1.01 calls the LLC chapter and applicable Chapter 1 provisions the Alabama Limited Liability Company Law of 2014. Chapter 1 uses the terms registered agent and registered office for the LLC's legal-delivery arrangement.

Continuous designation duty

Ala. Code § 10A-1-5.31(a) requires an Alabama filing entity to “designate and continuously maintain” both a registered agent and a registered office in the state. The duty continues after the certificate of formation is accepted; it is not merely an initial filing field.

Eligible individual

Under § 10A-1-5.31(b), an individual agent must be an Alabama resident. The section states no separate minimum age, citizenship, professional license, owner status, or fixed daily-hours qualification.

A member, manager, organizer, owner, or employee is not a separate eligibility class. Such a person may serve personally only by satisfying the resident-individual rule.

Eligible entity and self-service

The entity route covers a domestic entity or a foreign entity registered to transact business in Alabama. Section 10A-1-5.31(b) states no separate rule resolving whether the appointing LLC itself may be named. That question is distinct from a member or manager serving personally as an Alabama-resident individual.

Registered office, address, and hours

The agent must maintain a business office at the same address as the LLC's registered office. That office must be an Alabama street address where process may be personally served. It need not be the LLC's place of business, but it may not be solely a mailbox service or telephone- answering service.

The law verified on July 27 states no numbered 9-to-5 or other daily availability window. A signed enactment changes the boundary on August 1, 2026: amended § 10A-1-5.31(b)(4) will prohibit performing the agent's duties solely through a virtual office, a mail-forwarding service, or both. The amendment defines a virtual office as duties performed solely through the internet or other remote communication.

Consent and initial filing

Ala. Code § 10A-5A-2.01(a) requires the organizer-executed certificate of formation to state the registered office's Alabama street address and county and the registered agent's name. The certificate goes to the Secretary of State under subsection (e). The section does not require the initial agent to sign the certificate or file a separate acceptance.

Consent becomes explicit on a later replacement. Section 10A-1-5.32 requires the new agent's written consent either on the statement of change or attached to it.

Change, resignation, and replacement

The LLC changes its agent, registered office, or both by delivering a statement of change under § 10A-1-5.32. Acceptance by the Secretary of State makes the change effective without an amendment to the certificate of formation.

An existing agent changing its own name or registered-office address uses § 10A-1-5.33. The agent or authorized signer files the statement and certifies that the LLC received written notice at least 10 days beforehand.

For resignation, § 10A-1-5.34 requires written notice to the LLC before the agent delivers the resignation statement. The resignation takes effect at 12:01 a.m. on the 31st day after delivery to the Secretary of State, unless the LLC designates a new agent sooner.

Agent duties and service

Section 10A-1-5.31(b)(1) makes the registered agent the person or entity on whom process, notices, and demands may be served. The cited agent provisions establish receipt at the registered office but state no separate general deadline for forwarding a received document to the LLC and no stand-alone damages rule for delayed forwarding.

Lapse consequences and fallback service

Loss of the agent does not make the LLC unreachable. Section 10A-1-5.35 sends service to the Alabama Rules of Civil Procedure when the LLC fails to maintain an agent or the agent cannot with reasonable diligence be served. Rule 4(c)(6) permits service on an LLC's officer, managing or general agent, or another agent authorized by appointment or law.

The domestic LLC dissolution list in § 10A-5A-7.01 names agreement events, unanimous member consent, loss of the last member subject to continuation routes, and judicial dissolution for impracticability. It does not name a registered-agent lapse as a separate dissolution event.

What trips people up

The office and agent business addresses must match. Alabama does not merely require any street address somewhere in the state; § 10A-1-5.31 ties the agent's business office to the registered office.

“No mailbox-only office” is not the same as a statutory 9-to-5 rule. The current section requires a street location where personal service can occur, but states no daily hours. The new solely-virtual and mail-forwarding restriction begins August 1, 2026.

A resignation filing does not end the appointment immediately. The normal endpoint is the start of day 31 after delivery, and an earlier replacement ends it sooner.

Alabama does not substitute automatic Secretary-of-State service for every failed agent. Section 10A-1-5.35 points to the Alabama Rules of Civil Procedure instead.

Common questions

Can an Alabama member be the registered agent? Yes, if the member is an individual Alabama resident and uses a qualifying office arrangement. Membership alone is not the qualification.

Can the registered office be only a P.O. box? No. The statute requires an Alabama street address where the agent may be personally served and bars an office that is solely a mailbox service.

Must the initial agent sign the formation certificate? The LLC formation section requires the organizer to execute the certificate and requires the agent's name and office information, but it does not state a separate initial-agent signature or acceptance. A replacement agent later must consent in writing.

What changes on August 1, 2026? The agent may no longer perform the role solely through a virtual office, mail-forwarding service, or both. The street-office, matching-address, and continuous-maintenance rules remain.

Statutes and sources

• Ala. Code §§ 10A-5A-1.01, 10A-5A-2.01 — LLC-law name and certificate contents, including registered-office street address and county, agent name, organizer execution, and Secretary-of-State filing. https://alison.legislature.state.al.us/files/pdf/SearchableInstruments/2024RS/SB112-enr.pdf (accessed 2026-07-27)
• Ala. Code § 10A-1-5.31 — continuous designation, agent eligibility, matching business and registered office, street address, and mailbox/answering-service limits. https://alison.legislature.state.al.us/files/pdf/SearchableInstruments/2024RS/SB112-enr.pdf (accessed 2026-07-27)
• Ala. Code §§ 10A-1-5.32 to -5.34 — entity change, new-agent written consent, agent-filed name/address change, notice, resignation, and effective date. https://alison.legislature.state.al.us/files/pdf/SearchableInstruments/2025RS/HB200-enr.pdf (accessed 2026-07-27)
• Ala. Code § 10A-1-5.35; Ala. R. Civ. P. 4(c)(6) — service when the agent is absent or cannot be served and the current LLC recipients under the civil rule. https://web.archive.org/web/20240101000000id_/http://alisondb.legislature.state.al.us/alison/codeofalabama/1975/10A-1-5.35.htm and https://judicial.alabama.gov/docs/library/rules/cv4.pdf (accessed 2026-07-27)
• Ala. Code § 10A-5A-7.01 — domestic LLC dissolution events. https://alison.legislature.state.al.us/files/pdf/SearchableInstruments/2014RS/PrintFiles/HB2-Enr.pdf (accessed 2026-07-27)
• 2026 Ala. Act 495 (HB 248) — enacted virtual-office and mail-forwarding restriction, effective August 1, 2026, plus the Secretary of State's signed-act record. https://alison.legislature.state.al.us/files/pdf/SearchableInstruments/2026RS/HB248-enr.pdf and https://arc-sos.state.al.us/cgi/actdetail.mbr/detail?page=act&year=2026&act=495 (accessed 2026-07-27)