Foreign Qualification Application

Alabama Foreign Qualification Preparation Worksheet

Purpose and Scope

Use this worksheet to prepare an Application for Registration filed with the Alabama Secretary of State, Business Services Division. Alabama consolidates its foreign-entity rules into the "hub" of the Alabama Business and Nonprofit Entities Code (Ala. Code Title 10A, Chapter 1, Article 7). Under Article 7, a foreign corporation and a foreign LLC each register by delivering an Application for Registration under Ala. Code § 10A-1-7.04 (each entity type uses its own Secretary of State form, but the governing statute and procedure are the same). Alabama does not issue a "certificate of authority"; instead, the Secretary of State's acknowledgment that the application has been filed is conclusive evidence of the entity's authority to transact business (§ 10A-1-7.05(b)). Two tracks are covered:

• Track A — Foreign for-profit corporation (Foreign Corporation Application for Registration).
• Track B — Foreign limited liability company (Foreign LLC Application for Registration).

Do not file this worksheet. Transfer the completed information to the current Secretary of State Application for Registration form for the applicant's entity type.

Part 1 — Is Alabama Registration Required?

To transact business in Alabama, a foreign entity must register if the entity (a) is one whose Alabama formation would require filing a certificate of formation under Article 3, (b) is a foreign limited liability partnership, or (c) affords limited liability under the law of its jurisdiction of formation for any owner or member (Ala. Code § 10A-1-7.01(c)). A registered entity must maintain its registration while transacting business (§ 10A-1-7.01(d)).

"Transact business" is defined broadly to include "conducting a business, activity, not for profit activity, and any other activity, whether or not for profit" (§ 10A-1-7.01(b)). Alabama's Title 10A does not enumerate a Model-Act-style list of activities that do not constitute transacting business. Do not rely on a safe-harbor checklist imported from another state; whether a specific activity requires registration is a legal question for Alabama counsel.

A foreign entity not described in § 10A-1-7.01(c) may transact business without registering under this chapter, but is not relieved of any duty to file or register under other Alabama law (§ 10A-1-7.02). A foreign entity may also register permissively even if not required to (§ 10A-1-7.03).

☐ Legal review obtained on whether the entity's Alabama activities require registration

Describe the entity's Alabama activities: [________________________________]

Part 2 — Choose the Correct Track

☐ Track A: foreign for-profit corporation

☐ Track B: foreign limited liability company

Stop and confirm the correct Secretary of State form and any added requirements if the applicant is a foreign nonprofit corporation (uses the Foreign Corporation form), professional corporation/entity, limited partnership, or limited liability partnership (files a statement of foreign limited liability partnership under § 10A-1-7.04(c), not an application for registration).

Part 3 — Reserve the Entity Name First (Mandatory)

Alabama is unusual: before filing, a foreign entity must reserve its name with the Secretary of State under Article 5, and must attach the name reservation certificate to its Application for Registration (Ala. Code § 10A-1-7.01(e)). If the entity's true name is unavailable in Alabama or does not comply with Article 5, the entity must register under an alternate name that satisfies § 10A-1-7.07 and transact business under that name.

Part 4 — Current Filing Route and Fee

Fees are subject to change; confirm the current fee on the Secretary of State fee schedule before paying (online filings add a card-convenience fee). Mailed forms must be typed; emailed applications are not processed.

Part 5 — Home-Jurisdiction Existence

The Application for Registration requires the entity to state that it exists as a valid foreign entity of the stated type under the laws of its jurisdiction of formation (Ala. Code § 10A-1-7.04(b)(5)). Unlike many states, Alabama's Secretary of State does not require a home-state certificate of existence/good standing or certified charter copies to be attached to this filing — the certification is made in the application itself.

☐ Statement of valid existence completed in the application (no separate good-standing certificate required by the Secretary of State)

Part 6 — Application for Registration Contents (§ 10A-1-7.04(b))

The application must be executed by one or more persons authorized to execute an application for registration (§ 10A-1-7.04(d); signature authority under § 10A-1-4.01). Errors or later changes in the stated information do not, by themselves, adversely affect the entity's status or its owners' liability (§ 10A-1-7.04(e)).

Part 7 — Alabama Registered Agent and Registered Office

Every foreign filing entity must designate and continuously maintain an Alabama registered agent and registered office (Ala. Code § 10A-1-5.31). The registered office must be a physical Alabama street address — not solely a mailbox or answering service (§ 10A-1-5.31(c)(3)) — and no P.O. box.

A change of registered agent or registered office by the entity is made by a statement of change under § 10A-1-5.32; the registered agent gives notice of its own change of name or address under § 10A-1-5.33; an agent resigns under § 10A-1-5.34.

Part 8 — Execution

Alabama's Secretary of State foreign-registration forms are signed by an authorized person; notarization is not required by the form. Do not add a fabricated notary/oath block.

Part 9 — Filing Checklist

☐ Name reserved and reservation certificate obtained (Part 3)

☐ Correct Application for Registration selected for the entity type (Track A or B)

☐ Name (or § 10A-1-7.07 alternate name), entity type, jurisdiction, and formation date entered

☐ Statement of valid existence in home jurisdiction completed

☐ Date business began/will begin in Alabama entered

☐ Principal office street and mailing address entered

☐ Alabama registered agent and registered office (no P.O. box) completed

☐ Name reservation certificate attached to the application

☐ $150 filing fee (plus name reservation fee) included

☐ Application signed by an authorized person and filed online or by mail (typed)

Part 10 — Ongoing Alabama Obligations

• No Secretary of State annual report. Alabama eliminated the corporation annual report: Act 2024-213 (HB 230), effective October 1, 2024, repealed Ala. Code § 10A-2A-16.11. For 2025 and beyond, domestic and foreign for-profit corporations are no longer required to file an annual report with the Secretary of State, and the former $10 fee is gone. (Do not carry over any "annual report to the Secretary of State" covenant — that requirement no longer exists.)
• Business Privilege Tax (ALDOR, not the Secretary of State). File the Initial Business Privilege Tax Return, Form BPT-IN, within 2½ months after the entity qualifies to do business in Alabama, and thereafter the annual return (Form CPT for C-corporations; Form PPT for S-corporations and limited liability entities) by the corresponding federal due date. For tax years beginning after December 31, 2023, there is a full exemption for business privilege tax due of $100 or less (Act 2022-252), and taxpayers whose calculated tax is $100 or less are not required to file a BPT return. Confirm current thresholds and forms with the Alabama Department of Revenue.
• Registered agent/office. Continuously maintain the registered agent and registered office (§ 10A-1-5.31); file a statement of change under § 10A-1-5.32 promptly upon any change.

Part 11 — Amendment, Withdrawal, Revocation, and Late Filing

• Amendment (§ 10A-1-7.06): if any statement in the application was false when made, or facts have changed making it inaccurate (including a name change), file an amendment — within 60 days of discovering a false statement, or within 90 days after a change of facts. A name change to a non-compliant name requires adopting a § 10A-1-7.07 alternate name.
• Voluntary withdrawal (§ 10A-1-7.11): file a certificate of withdrawal stating the entity's name, type, jurisdiction, principal office, that it is no longer transacting business in Alabama, revoking the registered agent's authority, consenting to service, and giving a forwarding address. A certificate from the Alabama Department of Revenue that all applicable taxes and fees are paid must be filed with it (ALDOR calls this a Certificate of Compliance, which must be no more than six months old when accepted).
• Revocation (§§ 10A-1-7.12, 10A-1-7.13): the Secretary of State may commence revocation if the entity fails to pay applicable privilege/corporate-share tax, qualification fee, or penalties within 180 days after due; is without a registered agent or office for 60 days or more; fails to file a required statement of change within 60 days; signs a knowingly false filed document; or its home jurisdiction certifies its termination. The Secretary serves notice; if the entity does not cure or disprove each ground within 60 days after service, the Secretary may issue a certificate of revocation, and the entity's authority ceases on the certificate's effective date. (Alabama has no separate "reinstatement of foreign registration" statute in Article 7; a revoked entity re-registers.)
• Late filing fee (§ 10A-1-7.23): an entity that has transacted business in Alabama more than 90 days before registering may be charged a late filing fee equal to the registration fee ($150) for each year of delinquency; the Secretary may condition the registration's effectiveness on paying it.

Part 12 — Consequences of Not Registering (§ 10A-1-7.21)

A foreign entity transacting business in Alabama without registering (except an entity formed under federal law) may not maintain any action, suit, or proceeding in an Alabama court until it registers (§ 10A-1-7.21(a)). Failure to register does not impair the validity of the entity's contracts or acts and does not prevent it from defending an action (§ 10A-1-7.21(b)); by transacting business unregistered, the entity is deemed to consent to service of process (§ 10A-1-7.21(c)). Owner liability limitations are governed by the home jurisdiction's law and are not waived merely by transacting business unregistered (§ 10A-1-7.21(d)). The Secretary of State or Attorney General may bring an action to restrain an unregistered entity from transacting business (§ 10A-1-7.22).

Sources and References

• Ala. Code § 10A-1-7.01 — Foreign Entities Required to Register (Justia, 2025 Code of Alabama; incorporates Act 2025-281)
• Ala. Code § 10A-1-7.04 — Registration Procedure (Justia, 2025)
• Ala. Code § 10A-1-7.05 — Effect of Registration (Justia, 2025)
• Ala. Code § 10A-1-7.06 — Amendments to Registration (Justia, 2025)
• Ala. Code § 10A-1-7.11 — Voluntary Withdrawal; § 10A-1-7.12 Grounds for Revocation; § 10A-1-7.13 Procedure for Revocation (Justia, 2025)
• Ala. Code § 10A-1-7.21 — Transaction of Business Without Registration; § 10A-1-7.23 Late Filing Fee (Justia, 2025)
• Ala. Code § 10A-1-5.31 — Designation and Maintenance of Registered Agent and Registered Office (Justia, 2025)
• Alabama Secretary of State — Foreign Corporation Application for Registration ($150 fee; § 10A-1-7.04)
• Alabama Department of Revenue — Business Privilege Tax (BPT-IN; $100-or-less exemption; withdrawal Certificate of Compliance)
• Alabama Secretary of State — annual report eliminated by Act 2024-213 (HB 230), eff. 10/1/2024, repealing § 10A-2A-16.11

Verify the live Secretary of State form and fee and the current text of Ala. Code Title 10A, Chapter 1, Articles 5 and 7 immediately before filing. (Statutes verified this session on Justia's 2025 Code of Alabama, verified-via: Justia, because the official alison.legislature.state.al.us and Secretary of State pages render only a JavaScript shell or SSL-fail through the available fetch tools; re-ground on official text if it becomes reachable.)