Withdrawal.

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

in effect

Ala. Code § 10A-1-7.11 Voluntary Withdrawal of Registration.

10A-1-7.11. Voluntary Withdrawal of Registration. (a) A foreign entity registered in this state may withdraw the foreign entity’s registration at any time by filing a certificate of withdrawal as provided in Article 4. (b) A certificate of withdrawal for a foreign entity described must state: (1) the name of the foreign entity as set forth on its registration; (2) the type of foreign entity and the foreign entity’s jurisdiction of formation and, in the case of a foreign limited liability partnership, the jurisdiction which laws govern the foreign limited liability partnership and its partnership agreement; (3) the street address and mailing address, if different, of the principal office of the foreign entity; (4) that the foreign entity no longer is transacting business in this state; (5) that the foreign entity: (A) revokes the authority of the foreign entity’s registered agent in this state to accept service of process; and (B) consents that service of process in any action, suit, or proceeding stating a cause of action arising in this state during the time the foreign entity was authorized to transact business in this state may be made on the foreign entity in accordance with the Alabama Rules of Civil Procedure and any other notice or demand required or permitted by law to be served on the foreign entity may be served in a manner similar to the procedure provided for the service of process by the Alabama Rules of Civil Procedure; (6)(A) a mailing address to which process may be mailed pursuant to the applicable service of process procedures of the Alabama Rules of Civil Procedure and to which any notice or demand required or permitted by law to be served on the foreign entity may be mailed; and (B) a commitment by the foreign entity that if the mailing address stated in the certificate of withdrawal under paragraph (A) changes, the foreign entity will promptly amend the certificate of withdrawal to update the address; and (7) that any money due or accrued to the state has been paid or describes the provisions that have been made for the payment of that money. (c) A certificate from the Alabama Department of Revenue that all applicable taxes and fees have been paid must be filed with the certificate of withdrawal. (d) If the existence or separate existence of a foreign entity registered in this state terminates, a certificate by an authorized governmental official of the entity’s jurisdiction of formation that evidences the termination shall be filed with the Secretary of State. (e) The registration of the foreign entity terminates when a certificate of withdrawal under this section or a certificate evidencing termination under subsection (d) is filed. (f) The certificate of withdrawal of a foreign entity described in subsection (b), other than a foreign limited liability partnership, shall be executed by one or more persons authorized to execute a certificate of withdrawal. A certificate of withdrawal of a foreign limited liability partnership shall be executed by one or more partners authorized to execute a certificate of withdrawal. The certificate of termination of a foreign entity described in subsection (d), other than a foreign limited liability partnership, shall be executed by one or more persons authorized to execute a certificate of termination. A certificate of termination of a foreign limited liability partnership shall be executed by one or more partners authorized to execute a certificate of termination. (Act 2009-513, p. 967, §60; Act 2018-125, §3; Act 2019-94, §2; Act 2026-495, §1.)

Ala. Code § 10A-1-7.12 Grounds for Revocation.

10A-1-7.12. Grounds for Revocation. The Secretary of State may commence a proceeding under Section 10A-1-7.13 to revoke the registration of a foreign entity authorized to transact business in this state if: (1) the foreign entity does not pay within 180 days after they are due any applicable privilege or corporation share tax, qualification fee or admission tax, or interest or penalties imposed by this title or other law; (2) the foreign entity is without a registered agent or registered office in this state for 60 days or more; (3) the foreign entity does not file a statement of change of registered agent or registered office with the Secretary of State under Section 10A-1-5.32 within 60 days of the change or its registered agent does not file a change of name or change of address of the registered office with the Secretary of State under Section 10A-1-5.33 within 60 days of the change; (4) an organizer, governing person, or agent of the foreign entity signed a document he or she knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or (5) the Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of entity records in the state or country under whose laws the foreign entity is formed or is governed stating that the foreign entity has been terminated. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.30; amended and renumbered by Act 2009-513, p. 967, §61; Act 2018-125, §3; Act 2024-213, §1.)

Ala. Code § 10A-1-7.13 Procedure for and Effect of Revocation.

10A-1-7.13. Procedure for and Effect of Revocation. (a) If the Secretary of State determines that one or more grounds exist under Section 10A-1-7.12 for revocation of a registration, the Secretary of State shall serve the foreign entity with written notice of the determination of the Secretary of State by serving the foreign entity’s registered agent, which service may be by registered mail, or, if the foreign entity has no registered agent or its registered agent cannot with reasonable diligence be served, by serving the foreign entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36. (b) If the foreign entity does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after service of the notice is perfected under subsection (a), the Secretary of State may revoke the foreign entity’s registration by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign entity by serving its registered agent, which service may be by registered mail, or, if the foreign entity has no registered agent or its registered agent cannot with reasonable diligence be served, by serving the foreign entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36. (c) The authority of a foreign entity to transact business in this state ceases on the date shown on the certificate revoking its registration. (d) Revocation of a foreign entity’s registration does not terminate the authority of the registered agent of the foreign entity. Service of process in any action, suit, or proceeding stating a cause of action arising in this state during the time the foreign entity was authorized to transact business in this state may be made on the foreign entity whose registration has been suspended by service on the registered agent or by serving the entity by any method permitted under Sections 10A-1-5.35 and 10A-1-5.36. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.31; amended and renumbered by Act 2009-513, p. 967, §61; Act 2018-125, §3.)

Ala. Code § 10A-1-7.14 Appeal from Revocation.

10A-1-7.14. Appeal from Revocation. (a) A foreign entity may appeal the Secretary of State’s revocation of its registration to the Circuit Court of Montgomery County within 30 days after service of the certificate of revocation is perfected under Section 10A-1-7.13. The foreign entity appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the Secretary of State’s acknowledgment of its application for registration or statement of foreign limited liability partnership, as applicable, and the Secretary of State’s certificate of revocation. (b) The court may summarily order the Secretary of State to reinstate the registration, may order a trial de novo, or may take any other action the court considers appropriate. (c) The court’s final decision may be appealed as in other civil proceedings. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.32; amended and renumbered by Act 2009-513, p. 967, §61; 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