Alabama Foreign LLC Application for Registration Filing Package

Alabama Foreign LLC – Application for Registration Filing Package

Overview

A foreign limited liability company must obtain a Certificate of Authority to transact business in Alabama by filing an Application for Registration of a Foreign Limited Liability Company with the Alabama Secretary of State pursuant to Ala. Code § 10A-1-7.05.

Filing Procedure (Foreign LLC — unlike domestic LLCs):

• Foreign LLC registrations are filed directly with the Alabama Secretary of State (not the county Probate Judge).
• Domestic LLC formations in Alabama are filed with the county Probate Judge, but foreign LLC registrations bypass the Probate Judge step.
• However, a Name Reservation must first be obtained from the Secretary of State before submitting the Application for Registration.

Filing Fees:

Distinguishing Alabama Features:

• Mandatory Name Reservation before any foreign LLC application is accepted.
• Annual Business Privilege Tax Return required with the Alabama Department of Revenue (ADOR Form BPT-IN initial / Form PPT for pass-through entities); this is separate from any Secretary of State filing.
• Alabama eliminated the LLC Annual Report requirement effective October 1, 2024 (Act 2024-213). The Business Privilege Tax Return remains the principal recurring state filing.
• Certificate of Existence from the home jurisdiction (typically within 90 days) is required.

Part 1 — Pre-Filing Checklist

Stage 1: Name Reservation

☐ Verify proposed name complies with Ala. Code § 10A-1-5.06 (must include "Limited Liability Company," "L.L.C.," or "LLC")
☐ Search Alabama Business Entity database to confirm distinguishability from existing/reserved names
☐ Identify any restricted words requiring agency approval ("bank," "insurance," "engineer," "architect," "trust")
☐ Complete and file Certificate of Name Reservation with Alabama SOS ($25 mail / $28 online)
☐ Receive Name Reservation Certificate (valid 120 days)

Stage 2: Registered Agent

☐ Identify Alabama Registered Agent with a physical Alabama street address (P.O. Box alone not acceptable)
☐ Obtain written consent of Registered Agent
☐ Identify the Alabama county where the registered agent's office is located (required field)

Stage 3: Home-State Documentation

☐ Obtain Certificate of Existence (Good Standing) from home state, dated within 90 days of submission
☐ Confirm LLC is in good standing in home jurisdiction

Stage 4: Substantive Pre-Filing

☐ Confirm activities in Alabama constitute "transacting business" under Ala. Code § 10A-1-7.01; review § 10A-1-7.02 safe harbor
☐ Determine date business operations commenced or will commence in Alabama
☐ Identify person(s) authorized to sign on behalf of the LLC
☐ Prepare payment ($150 + service fee, plus the $25/$28 name reservation already paid)

Stage 5: Tax and Licensing

☐ Apply for federal EIN if not already obtained
☐ Register with Alabama Department of Revenue (My Alabama Taxes / MAT) for applicable taxes
☐ Plan for Initial Business Privilege Tax Return (Form BPT-IN) within 2.5 months of qualification
☐ Plan for Alabama Department of Labor unemployment insurance registration if hiring employees
☐ Identify local business privilege licenses required in each Alabama county/city of operation

Part 2 — Application for Registration of Foreign Limited Liability Company (Ala. Code § 10A-1-7.05)

Filing Cover Information

1. Legal Name of Foreign Entity

True legal name as recorded in jurisdiction of formation:
[________________________________]

Alabama Fictitious Name (if true name is unavailable; must be listed on Name Reservation):
[________________________________]

2. Type of Entity and Jurisdiction

3. Period of Duration in Alabama

Date the LLC commenced or will commence transacting business in Alabama:
[__/__/____]

4. Principal Office in Home Jurisdiction

5. Alabama Registered Agent and Office

6. Principal Office in Alabama (if any)

7. Purpose / Business in Alabama

Brief description of the business or activities to be conducted in Alabama:
[________________________________]

8. Management Structure

☐ Member-managed
☐ Manager-managed

Names and addresses of managers (if manager-managed):

9. Compliance Statement

The undersigned certifies that the foreign limited liability company validly exists under the laws of its jurisdiction of formation and is in good standing in that jurisdiction, as evidenced by the attached Certificate of Existence dated within 90 days. ☐ Confirmed

10. Signature

The undersigned, being an authorized member, manager, or organizer, certifies under penalty of perjury that the information set forth in this Application for Registration is true and correct.

Contact for SOS correspondence:

Attachments

☐ Certificate of Name Reservation (issued by Alabama SOS)
☐ Certificate of Existence from home state (dated within 90 days)
☐ Filing Fee — $150.00 (+ online service fee, if applicable)
☐ Self-addressed stamped envelope (mail filings only)
☐ Two (2) copies of the completed form (mail filings only)

Part 3 — Fee Schedule (Alabama — Foreign LLC)

Alabama Department of Revenue (ADOR) Fees

Part 4 — Name Reservation and Distinguishability (Ala. Code § 10A-1-4.31; § 10A-1-7.04)

Name Standard

The name (true or fictitious) used in Alabama must:
☐ Contain "Limited Liability Company," "L.L.C.," "LLC," or "Ltd."
☐ Be distinguishable on the records of the Alabama SOS
☐ Not contain restricted words without applicable agency approval

Mandatory Pre-Filing Step

A Certificate of Name Reservation must be obtained and submitted with the Application for Registration. The reservation is valid for 120 days and is non-transferable except by formal Notice of Transfer.

Name Reservation Form Data

Sample LLC Consent Adopting Alabama Fictitious Name

CONSENT OF [LLC NAME]

The undersigned, being [a duly authorized member/manager] of [LLC NAME], a [HOME STATE] limited liability company (the "Company"), consents that the Company shall transact business in the State of Alabama under the fictitious name "[FICTITIOUS NAME]" pursuant to Ala. Code § 10A-1-7.04.

Part 5 — Registered Agent (Ala. Code § 10A-1-5.31)

Requirements

The Registered Agent must be:
☐ An individual resident of Alabama; or
☐ A domestic Alabama business entity authorized to act as registered agent; or
☐ A foreign entity authorized to transact business in Alabama having a usual business office in Alabama.

The registered office must be a physical Alabama street address, and the county must be identified.

Sample Registered Agent Consent

I, [REGISTERED AGENT NAME], having a physical office at [ALABAMA STREET ADDRESS] in [COUNTY] County, Alabama, hereby consent to serve as the Registered Agent for [LLC NAME], a [HOME STATE] limited liability company, pursuant to Ala. Code § 10A-1-5.31.

Part 6 — Post-Qualification Compliance

Immediate Steps (within 30 days of qualification)

☐ Receive and retain file-stamped Application for Registration / Certificate of Authority from Alabama SOS
☐ Note Alabama SOS Entity ID
☐ Apply for federal EIN (if not already obtained)
☐ Register with the Alabama Department of Revenue (My Alabama Taxes) for applicable taxes:

• ☐ Sales tax (state + local)
• ☐ Withholding tax (if Alabama employees)
• ☐ Business Privilege Tax — file Initial Form BPT-IN within 2.5 months of qualification
• ☐ Income tax (Form 20S if S-corp; Form 20C if C-corp; Form 65 if multi-member LLC taxed as partnership)
  ☐ Register with the Alabama Department of Labor for unemployment compensation tax (if hiring AL employees)
  ☐ Obtain Alabama workers' compensation insurance (required for employers with 5+ employees)
  ☐ Obtain local business privilege license in each Alabama county and municipality where business is conducted (separately licensed under Ala. Code Title 40, Ch. 12)
  ☐ Update operating agreement, insurance certificates, contracts to reflect Alabama qualification
  ☐ Confirm industry-specific licensing (construction GC, real estate, professional services, healthcare)

Ongoing Compliance

Initial Business Privilege Tax Return (Form BPT-IN)

☐ Due within 2.5 months of the date the LLC qualified to transact business in Alabama
☐ File with Alabama Department of Revenue (ADOR)
☐ Minimum privilege tax is $50
☐ Tax is based on net worth apportioned to Alabama
☐ Failure to file is a separate violation from any SOS filing

Annual Business Privilege Tax Return

☐ Form PPT (pass-through entities including most LLCs taxed as partnership or disregarded)
☐ Form CPT (entities taxed as C-corporations)
☐ Due 2.5 months after entity's fiscal year-end

Part 7 — Effect of Transacting Business Without Registration (Ala. Code § 10A-1-7.03)

A foreign LLC transacting business in Alabama without registration:

☐ May not maintain an action, suit, or proceeding in any Alabama court until it registers.

☐ Failure to register does not impair the validity of any contract or act of the foreign LLC and does not prevent the LLC from defending an action.

☐ Is liable for all fees and taxes that would have been due had the LLC properly registered.

☐ May be subject to a civil penalty under § 10A-1-7.03 (typically calculated based on the period of unregistered activity).

☐ Members are not personally liable for the LLC's debts merely by reason of the failure to register.

Part 8 — Withdrawal of Foreign LLC Registration (Ala. Code § 10A-1-7.21)

A foreign LLC that ceases to transact business in Alabama must file a Statement of Withdrawal of Foreign Entity with the Alabama Secretary of State.

Withdrawal Pre-Filing Checklist

☐ All Alabama tax accounts closed or marked final with ADOR (sales, withholding, BPT, income tax)
☐ Final Business Privilege Tax Return filed with ADOR
☐ Sales tax account closed
☐ Withholding tax account closed
☐ Unemployment insurance account closed with Alabama Department of Labor
☐ Workers' compensation policy properly terminated for Alabama
☐ All local business privilege licenses canceled with each county/municipality
☐ Alabama employees properly off-boarded; final wages paid
☐ Registered agent maintained through effective withdrawal date

Statement of Withdrawal — Required Information

Following withdrawal, the Alabama Secretary of State remains the agent for service of process for any cause of action arising during the period of registration.

Part 9 — Sources and References

• Ala. Code Title 10A (Alabama Business and Nonprofit Entities Code)
• Ala. Code § 10A-1-7.01 to § 10A-1-7.21 (Foreign Entity Registration)
• Ala. Code Title 10A, Ch. 5 (Alabama Limited Liability Company Law of 2014)
• Ala. Code Title 40, Ch. 14A (Alabama Business Privilege Tax)
• Act 2024-213 (Repeal of LLC Annual Report Requirement, effective October 1, 2024)
• Alabama Secretary of State, Business Entities: https://www.sos.alabama.gov/business-entities/
• Alabama Secretary of State Online Services: https://www.alabamainteractive.org/sos/
• Alabama Department of Revenue (My Alabama Taxes): https://myalabamataxes.alabama.gov/
• Alabama Department of Labor: https://labor.alabama.gov/