Withdraw a Foreign Alabama LLC or Corporation
Northwest’s guide to withdrawing a foreign LLC or corporation in Alabama goes over what it means to be a foreign business, the forms you’ll need to file to withdraw or cancel it, the cost to withdraw your business, and everything else you’ll need to know.
Steps to Withdraw a Foreign Alabama Business
If your out-of-state business has ceased operations in Alabama, you should:
- File paperwork with Alabama’s Secretary of State to withdraw your foreign LLC or corporation.
- Ensure all tax obligations are satisfied (check with the Alabama’s Department of Revenue).
- Notify your registered agent in Alabama (if you have one) that you’re withdrawing.
Follow this guide to learn how to withdraw your foreign business from Alabama.
What is a foreign Alabama business?
When companies expand their business to a new state, they’re called foreign businesses in their new state. To operate legally, the business needs to register with the new state by completing a process called foreign qualification. Later, if the business stops operating in its foreign state, it can withdraw the business by cancelling its foreign registration.
How do I cancel a foreign LLC in Alabama?
To withdraw or cancel your foreign Alabama LLC, you must provide in duplicate the completed Foreign Limited Liability Company Certificate of Withdrawal form, in duplicate, with the filing fee to the Secretary of State by mail. You can also file online.
How do I cancel a foreign corporation in Alabama?
To withdraw or cancel your foreign Alabama corporation in Alabama, you must provide in duplicate the completed Foreign Corporation (Business or Non-Profit) Certificate of Withdrawal form, with the filing fee to the Secretary of State by mail. You can also file online.
How do I file my foreign business withdrawal forms in Alabama?
Foreign withdrawal forms can be filed online with Alabama Online Services, or by mail. Alabama’s Secretary of State requests that, if filing by mail, you include two copies of the completed form, along with a self-addressed, stamped envelope to:
Alabama Secretary of State
Business Services
P.O. Box 5616
Montgomery, Alabama 36103
Note: You must include the Certificate of Compliance from the Alabama Department of Revenue.
Foreign Alabama LLC and Corporation Withdrawal FAQs
There is a $100 filing fee for both foreign LLCs and corporations. You may request expedited processing for an additional $100. Online filings may come with an added fee.
Yes. You will need to obtain and attach a Certificate of Compliance from Alabama’s Department of Revenue, showing that your foreign business has paid all taxes, fees, and fines.
Normal processing time is approximately two to three weeks after you receive the tax clearance. The tax clearance is usually received in a week after the application is received.
Expedited service shaves the process down to about three days. However, expedited processing only applies to the Secretary of State filing. The Alabama Department of Revenue processes each application in the order they come in.
If you provide a duplicate copy of the form and a self-addressed, stamped envelope, Alabama’s SOS will send you a confirmation copy by mail.
In Alabama, the Department of Revenue—not the Secretary of State—handles annual reports, also known as the Business Privilege Tax (replacing the old franchise tax). If you’re closing your foreign business, you need to file your withdrawal right away. Otherwise, fees and interest will keep piling up.
If you fall behind, your status with the Secretary of State will change to Not in Good Standing. If you don’t file and pay your Business Privilege Tax within about 120 days of the due date, the Department of Revenue will mail you a notice.
You have 60 days to respond. If you don’t, they’ll send your case to collections. This could lead to court action, including wage garnishment or property seizure—plus extra costs.
Bottom line: If you’re closing up shop in Alabama, file your withdrawal ASAP to avoid penalties and legal trouble.
Eventually, yes. The Alabama Secretary of State no longer revokes entities administratively. The Department of Revenue will conclude its collection action, leaving your company active and in good standing until you skip your next Business Privilege Tax return.
You must contact the Alabama Department of Revenue to find out the exact fees, penalties, and interest owed. All LLCs in Alabama must file an annual Business Privilege Tax return. If not filed and paid on time, a 10% penalty (or $50, whichever is greater) is applied, plus 1% interest per month.
Unpaid taxes are turned over to the Collection Services Division, which may obtain a court order to collect the debt. Alabama does not automatically dissolve businesses, so to avoid repeated penalties, file a proper withdrawal with the Secretary of State.
Dissolving a business ends its legal existence in its home state. Withdrawal means ending operations in a specific state, like Alabama, while continuing business operations elsewhere.
Learn how to dissolve an Alabama LLC or Alabama corporation.
You’re in luck! Our guides on how to form a foreign Alabama LLC or a foreign Alabama corporation are easy to follow.
Or hire us, and we’ll register your foreign business in any state you want!