Register an Alabama Foreign LLC
An Alabama Foreign LLC is a limited liability company that does business in Alabama but was formed in another state or jurisdiction. When a foreign LLC wants to do business in Alabama, it must file a Name Reservation Certificate and a Foreign LLC Application for Registration with the Alabama Secretary of State, and pay a total of $175 in combined state fees ($184 if you file online). The Alabama Department of Revenue relies on a range of criteria to determine if your LLC's activities constitute doing business in the state, including owning, leasing, or holding property, or rendering professional services in Alabama.
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How To Register a Foreign LLC in Alabama
To register a foreign LLC in Alabama, you’ll go through a process called Foreign Qualification. This includes submitting a Foreign LLC Application for Registration to the Alabama Secretary of State. Here’s what you’ll have to do:
1. Reserve Your LLC Name
Alabama is the only state that requires you to reserve your LLC’s name prior to filing your Foreign LLC Application for Registration. You can reserve your LLC name by submitting a Name Reservation Request Form to the Alabama Secretary of State.
How much does it cost to reserve a business name in Alabama?
The fee for reserving a business name is $25 to file via mail and $28 to file online (or $27 if you subscribe to AL’s Online Services portal).
2. Appoint an Alabama registered agent
Every LLC that does business in Alabama needs an Alabama Registered Agent. Your registered agent must have a physical address in Alabama where they can accept service of process in person on behalf of your business.
Can I be the registered agent for my Alabama LLC?
Only if you physically reside in Alabama. Otherwise, you can appoint a friend, a relative, or an employee in Alabama to be your registered agent—however, once a business expands outside the borders of its home state, business owners often hire a Registered Agent Service to cover their needs in that state.
3. Complete the Application for Registration
Next, you need to submit a Foreign LLC Application for Registration to the Alabama Secretary of State. On the application, you’ll include:
- The legal name of your LLC in your home state or jurisdiction
- The fictitious name of your LLC (only if your legal name is not available or doesn’t meet Alabama naming requirements).
- A copy of your name reservation certificate.
- Your LLC’s street address.
- Your LLC’s mailing address (if different).
- The name and address of the person preparing this form.
- Your Alabama registered agent’s name and address.
- The name of your home state or jurisdiction.
- The date your LLC was originally formed.
- The date your LLC will begin doing business in Alabama.
- A signature from someone authorized to do business on behalf of your LLC.
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How much does it cost to file the Foreign LLC Application for Registration in Alabama?
It costs $150 to register your foreign LLC in Alabama via mail, and $156 to file online.
How do I file my Alabama Foreign LLC Registration Application?
The Alabama Secretary of State’s office accepts applications by mail or online. If filing by mail you’ll need to include 2 copies of your application along with a self-addressed, stamped envelope so that the state can return the Certificate of Authority to you once your application has been processed.
Secretary of State, Business Services
P.O. Box 5616
Montgomery, AL 36103
Do foreign LLCs in Alabama need to file a Certificate of Formation?
No. Formation documents, such as a Certificate of Formation, are only filed in the LLC’s home state/jurisdiction.
Do I need to submit a Certificate of Good Standing?
No, you don’t need a Certificate of Good Standing from your home state to foreign register in Alabama.
4. Receive Alabama Certificate of Authority
Once your paperwork has been received and processed by the state, you’ll receive a Certificate of Authority by mail. You’ll now officially be allowed to do business in Alabama.
How long does Alabama take to process the Application for Foreign Registration?
Alabama will process online filings immediately. Mailed filings will take 2 weeks, but you’ll need to factor in added time for mailing.
5. Pay your taxes
Alabama requires that within 2.5 months of registering to do business in the state, you pay the Alabama Business Privilege Tax. This tax will need to be paid by April 15th each year.
How much does the Alabama Business Privilege Tax cost?
This Alabama tax is a minimum of $100. The tax rate ranges from $0.25 to $1.75 per each $1,000 of your LLC’s net worth in Alabama.
Do all foreign LLCs in Alabama have to pay the Business Privilege Tax?
Not always. It depends on the type of business you conduct. For example, if you have an ownership stake in a company that does business in Alabama (but otherwise has no contacts in the state), you’ll have to pay income tax on the income you derive from that business. However, you may not have to pay Alabama business privilege tax.
When figuring out your business’s specific tax obligations in the state of Alabama, it’s a good idea to speak with a CPA.
Does a foreign LLC have to file an annual report in Alabama?
Yes. All Alabama LLCs (including foreign LLCs) have to file an annual report each year. This report is due on April 15th and is submitted along with the Alabama Business Privilege Tax Return.
Alabama Foreign LLC Registration FAQ
How do I amend a foreign LLC in Alabama?
To amend a foreign LLC in Alabama, you simply have to fill out the LLC Amendment to Registration form and submit it to the Alabama Secretary of State either by mail ($100) or online ($104).
What constitutes doing business in Alabama?
Alabama’s statutes don’t clearly define what it means for foreign entities to do business in the state, which means it is important to seek qualified legal counsel before registering your LLC to do business in Alabama.
That said, if your business has assets in Alabama, provides business services in Alabama, or does anything else that requires an exchange of money in the state, those activities likely qualify, including:
- Leasing property
- Conducting a trade or business
- Engaging in commerce of any kind
- Providing professional services
- Conducting an insurance-related business
- Conducting a finance-related business
- Having an ownership interest in an business entity that conducts a trade or business in Alabama
For more information, check out our resource on what it means to do business in another state.
How can I withdraw my foreign LLC in Alabama?
When you are no longer doing business in Alabama, you should Withdraw Your Foreign LLC in Alabama. The process includes filing a Foreign Limited Liability Company Certificate of Withdrawal and an Alabama Department of Revenue Certificate of Compliance with the Alabama Secretary of State.