Consequences of Transacting Business Without Registering.

Ala. Code tit. 10A, ch. 1, art. 7, div. C

in effect

Ala. Code § 10A-1-7.21 Transaction of Business Without Registration; Generally.

10A-1-7.21. Transaction of Business Without Registration; Generally. (a) A foreign entity transacting business in this state, except a corporation or other organization formed pursuant to federal law, may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state. (b) The failure of a foreign entity to register in this state does not impair the validity of any contract or act of the foreign entity or prevent the foreign entity from defending any action, suit, or proceeding in any court of this state. (c) A foreign entity, by transacting business in this state without registration, shall be deemed to consent to service of process with respect to causes of action arising out of business transacted in this state, or to service of any notice or demand required or permitted by law, by registered mail addressed to the foreign entity at the office required to be maintained in the state or other jurisdiction where it is organized, or, if not so required, at the principal office of the entity, or by serving the entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36. (d) The liability of an owner or owners of a foreign entity is governed by the laws of the state or other jurisdictions where it is organized, and any limitations on that liability are not waived solely by reason of having transacted business in Alabama without registration. (e) This division applies to a foreign entity transacting business in this state without registering with the Secretary of State. (Acts 1993, No. 93-724, p. 1425, §52; §10-12-52; amended and renumbered by Act 2009-513, p. 967, §63; Act 2012-304, p. 666, §1; Act 2019-94, §2.)

Ala. Code § 10A-1-7.22 Transaction of Business Without Registration; Actions to Restrain.

10A-1-7.22. Transaction of Business Without Registration; Actions to Restrain. (a) The failure of a foreign filing entity to register to transact business in this state or to appoint and maintain a registered agent in this state shall not impair the validity of any contract or act of the foreign entity and shall not prevent the foreign entity from defending any action or proceeding in any court of this state, but the foreign entity shall not maintain any action or proceeding in any court of this state until it has delivered to the Secretary of State for filing an application for registration or a statement of foreign limited liability partnership, as applicable, in accordance with Section 10A-1-7.04. A foreign filing entity, by transacting business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business or activities in this state. The liability of the owners, members, and managerial officials of a foreign filing entity is governed by the laws of the jurisdiction under whose laws it was formed or under which it is governed, and any limitations on that liability are not waived solely by reason of having transacted business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable. (b) The Attorney General may bring an action to restrain a foreign entity from transacting business in this state in violation of this title. (Acts 1993, No. 93-724, p. 1425, §53; §10-12-53; amended and renumbered by Act 2009-513, p. 967, §63; Act 2018-125, §3.)

Ala. Code § 10A-1-7.23 Late Filing Fee.

10A-1-7.23. Late Filing Fee. The Secretary of State may collect from a foreign filing entity a late filing fee equal to the application for registration fee or the statement of foreign limited liability partnership fee, as applicable, for the foreign filing entity for each year of delinquency if the foreign filing entity has transacted business in this state for more than 90 days. The Secretary of State may condition the effectiveness of a registration on the payment of the late filing fee. (Act 2009-513, p. 967, §64; Act 2018-125, §3.)

Ala. Code § 10A-1-7.24 Requirements of Other Law.

10A-1-7.24. Requirements of Other Law. This article does not excuse a foreign filing entity from complying with duties imposed under other law, including other chapters of this title, relating to filing or registering requirements. (Act 2009-513, p. 967, §64; Act 2018-125, §3.)

Source: Alabama Legislature (alison.legislature.state.al.us)URL: https://alison.legislature.state.al.us/code-of-alabamaFetched: 10/20/2026