To do business in Alabama as a company formed in another state or country, you need an Alabama Certificate of Authority from the Secretary of State. The filing fee is $150, and the process has three parts: reserve your business name, appoint a registered agent with an Alabama street address, and submit the Foreign Entity Application for Registration. Corporations file one version of the form, LLCs file another, and the information required is substantially the same.
Who Needs to Register
Alabama requires registration from any foreign entity that is “transacting business” in the state, and the statute defines that term broadly to cover business activity whether or not it’s for profit.1Alabama Legislature. Alabama Code 10A-1-7.01 – Foreign Entities Required to Register In practice, you likely need a Certificate of Authority if you maintain a physical office in Alabama, own or lease property there, regularly perform contracts in the state, or employ Alabama residents.
Several activities do not count as transacting business on their own:
- Soliciting orders that are accepted and filled from outside Alabama
- Holding meetings of directors or members
- Maintaining bank accounts
- Collecting debts or securing interests in property
- Conducting isolated transactions that aren’t part of a regular course of business
If your Alabama contacts fall entirely into one of those categories, registration isn’t triggered. If you’re mixing them with any of the activities in the first paragraph, assume you need to register.
Step 1: Reserve Your Business Name
Alabama requires a name reservation certificate before you file the application, and that certificate has to be attached to the application itself.2Alabama Secretary of State. Foreign LLC Application for Registration The reservation costs $25 by mail or $28 through the state’s online portal.3Alabama Secretary of State. Secretary of State Online Services
If your home-state legal name is available in Alabama and distinguishable from entities already on file, you can reserve it as-is. If it’s already taken, or if it doesn’t include an identifier like “LLC,” “Inc.,” or “Corporation,” you’ll need to adopt a fictitious name for Alabama use and reserve that one instead.4Alabama Secretary of State. Foreign Corporation Amendment to Registration
Step 2: Appoint an Alabama Registered Agent
Every foreign entity must designate a registered agent with a physical street address in Alabama. P.O. boxes don’t qualify.5Alabama Secretary of State. Foreign Corporation Application for Registration The agent receives service of process and official legal notices on behalf of your company and can be an individual who lives or works in Alabama or a commercial registered agent service. Commercial services typically charge between $35 and $300 per year.
Step 3: File the Application
Corporations file the Foreign Corporation Application for Registration. LLCs file the Foreign Limited Liability Company Application for Registration.6Alabama Secretary of State. Foreign Corporation Application for Registration Both ask for the same core information:
- Your entity’s legal name as recorded in its home jurisdiction, plus the Alabama name if different
- The street address of your principal office (no P.O. boxes), plus a mailing address if different
- Your jurisdiction of formation and the date you were originally formed
- The name and Alabama street address of your registered agent
- The date you began or will begin transacting business in Alabama
Attach the name reservation certificate to the application. Depending on circumstances, you may also need a certified copy of your formation documents from your home state’s filing office, which generally runs between $10 and $50.
Fees and Processing Times
The base filing fee is $150 regardless of entity type.7Alabama Legislature. Alabama Code 10A-1-4.31 – Filing Fees All Entities Mail filings cost exactly $150 by check or money order and require two copies of the completed form plus a self-addressed stamped envelope sent to the Secretary of State’s Business Services division in Montgomery. Online filings through the Alabama Interactive portal add a convenience fee of 3% plus $2, bringing the total to about $156.50.5Alabama Secretary of State. Foreign Corporation Application for Registration
Standard mail processing can take several weeks. If you need the Certificate quickly, expedited processing costs an additional $100 and is handled within approximately three business days of receipt.8Alabama Secretary of State. Secretary of State Expedited Processing Form
Total Upfront Cost
- Name reservation: $25 by mail, $28 online
- Application filing fee: $150 by mail, about $157 online
- Expedited processing (optional): $100
- Certified copy of formation documents from home state (if required): typically $10 to $50
What Happens If You Don’t Register
A foreign entity that transacts business without registering generally cannot maintain a lawsuit in Alabama courts until it registers and pays any outstanding fees. The entity can still be sued and is still subject to Alabama jurisdiction, so an unregistered company sits in the worst position: exposed to liability but unable to enforce its own rights.
Without a registered agent on file, you may also miss notice of lawsuits filed against you in Alabama, and default judgments can follow. The cost of fixing all of that after the fact almost always exceeds the cost of registering on time.
Staying Compliant After Registration
Once you have your Certificate of Authority, your main ongoing obligation is the Alabama Business Privilege Tax, filed annually with the Department of Revenue.9Alabama Administrative Code. Alabama Administrative Code 810-2-8-.10 – Business Privilege Tax Filing Requirements Alabama does not require a separate annual report with the Secretary of State for most foreign entities; the privilege tax return effectively serves that purpose. Corporations also pay a $10 Secretary of State annual report fee collected with the tax return.10Alabama Department of Revenue. Business Privilege Tax
For taxable years beginning after December 31, 2023, entities whose calculated privilege tax would be $100 or less are fully exempt and don’t have to file a return at all.11Alabama Department of Revenue. Alabama Business Privilege Tax and Corporate Share Tax If your Alabama operations later grow past that threshold, the filing obligation returns.
Amendments and Agent Changes
If your entity changes its name or needs to adopt a different fictitious name in Alabama, file an amendment to your registration. The amendment fee is $100, and name changes require a new name reservation certificate.4Alabama Secretary of State. Foreign Corporation Amendment to Registration
Changing your registered agent is a separate filing, not an amendment. Use the Change of Registered Agent or Registered Office by Entity form, which also costs $100 and requires the new agent’s signature accepting the appointment.12Alabama Secretary of State. Change of Registered Agent or Registered Office by Entity This surprises people who assume agent changes ride along with other amendments.
Withdrawing When You’re Done
When your entity stops doing business in Alabama, file a Certificate of Withdrawal. An inactive registration still carries privilege tax filing obligations, and ignoring them generates penalties and interest.
The withdrawal filing requires you to state that your entity is no longer transacting business in Alabama, revoke your registered agent’s authority, and provide a mailing address where legal process can still be served for claims that arose while you were registered.13Alabama Legislature. Alabama Code 10A-1-7.11 – Withdrawal of Registration You must also obtain a tax clearance certificate from the Alabama Department of Revenue confirming that all taxes and fees are paid, and file it with your withdrawal. The Secretary of State filing fee for the withdrawal is $100.14Alabama Secretary of State. Secretary of State Fee Schedule Allow time for the tax clearance; it can take longer than the withdrawal filing itself.
Extra Step for Entities Formed Outside the United States
If your entity was formed under the laws of a foreign country rather than another U.S. state, registering in Alabama triggers a federal filing. FinCEN requires Beneficial Ownership Information reports from foreign-country entities registered to do business in a U.S. state. Domestic U.S. entities are exempt.15FinCEN. Beneficial Ownership Information
Foreign-country entities registered in the U.S. before March 26, 2025, had an initial filing deadline of April 25, 2025. Entities registering on or after that date have 30 calendar days from receiving notice that their registration is effective to file their initial BOI report with FinCEN. The report requires identifying information about the entity’s beneficial owners, though U.S. persons who are beneficial owners do not need to be reported.15FinCEN. Beneficial Ownership Information