Alabama registered agent and annual report considerations

There are many advantages to doing business in Alabama. Property taxes and the overall tax burden are low. The state also has a dynamic and growing automotive industry, a strong distribution and logistics sector, and a growing tech sector that is attracting a talented workforce. But there are many federal, state, and local requirements for doing business in Alabama.

The right registered agent is a partner in your success. A reliable professional registered agent gives you peace of mind that you won’t miss a critical filing and endanger your business’ good standing. Although it’s a requirement to appoint a Registered Agent, you have a choice over who to use. CT Corporation ensures proper handling of your documents, so your business runs free of surprises. CT Corporation has a team of attorneys and contacts with state legislatures that monitors and responds to changes in the law.

CT Corporation representatives are easy to contact and handle requests efficiently, professionally and courteously. Ever since we incorporated, we’ve turned to CT Corporation for the corporate services we need in order to grow our business.
Cynthia Weaver Naughton, SandsPoint Capital Advisors LLC
I strongly recommend CT Corporation as a reliable corporate compliance partner.
Walters-Morgan Construction, Inc.
Responsive, great, and knowledgeable customer service.
Children International

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Registered Agent package options:

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Registered agent services

Easily appoint your registered agent online within 10 minutes

  • Registered agent services - includes a registered agent location within the state to receive legal and critical business communications and a dedicated team to receive and route all service of process legal notifications

  • Online portal - compliance portal to keep your business compliant 24/7

  • Name availability check - verification and reservation of desired business name within the state

    Not included
  • Incorporation services - completion and filing of all legal documents and Articles of Incorporation with the state

    Not included
  • Qualification services - preparation and filing of all qualification documents with the state

    Not included
Registered agent and incorporation filing

Our incorporation experts are here to help you start your business with a solid and smart foundation

  • Registered agent services - includes a registered agent location within the state to receive legal and critical business communications and a dedicated team to receive and route all service of process legal notifications

  • Online portal - compliance portal to keep your business compliant 24/7

  • Name availability check - verification and reservation of desired business name within the state

  • Incorporation services - completion and filing of all legal documents and Articles of Incorporation with the state

  • Qualification services - preparation and filing of all qualification documents with the state

    Not included
Registered agent and qualification filing

Legally register an existing business in another state

  • Registered agent services - includes a registered agent location within the state to receive legal and critical business communications and a dedicated team to receive and route all service of process legal notifications

  • Online portal - compliance portal to keep your business compliant 24/7

  • Name availability check - verification and reservation of desired business name within the state

  • Incorporation services - completion and filing of all legal documents and Articles of Incorporation with the state

    Not included
  • Qualification services - preparation and filing of all qualification documents with the state

Products

Legislative updates

Senate Bill 104, effective June 1, 2022, revises the requirements for a corporation to issue or transfer fractional stock and prohibits a corporation from issuing a certificate representing scrip in bearer form.


Senate Bill 96, effective January 1, 2022, amends the Business and Nonprofit Entities Code to clarify the relationship between the chapters and various sections in Title 10A, to provide that the Secretary of State will assign ID numbers to entities, and to add a provision regarding the name of a reinstated entity. SB 96 also amends the business corporation act regarding notices and communications by electronic communications, circumstances when notices will not be required, and lists of stockholders, and amends the nonprofit corporation law concerning members participating in meetings by remote participation, and electronic communications.


House Bill 165, effective April 19, 2021, allows the Secretary of State to waive the Certificate of Existence fee for business entities under certain circumstances when a state of emergency exists.


House Bill 202, effective January 1, 2021, provides for the formation of new benefit corporations and for existing corporations to elect to become a benefit corporation. Among other things the bill provides that in fulfilling the duties a director shall consider, in addition to the interests of stockholders generally, the separate interests of stakeholders known to be affected by the business of the corporation and that no less than annually, a benefit corporation shall prepare a benefit report addressing the efforts of the corporation during the preceding year to operate in a responsible and sustainable manner, to pursue any public benefit or benefits identified in any public benefit provision, and to consider the interests of stakeholders.


House Bill 250, effective January 1, 2020, enacts a new Alabama Business Corporation Law. Among many other changes, the new law provides for incorporation, amendment, and dissolution filings to be made with the Secretary of State rather than with the county judge of probate. The new law applies to all corporations incorporated on or after January 1, 2020 and pre-existing corporations that elect to be governed by the new law. All corporations will be governed by the new law on January 1, 2021.


Case summaries

Doing Business — Venue
Ex Parte Honda Manufacturing & Development of Alabama, CL-2022-1217, decided March 10, 2023. The Alabama Court of Civil Appeals granted the defendant’s writ of mandamus directing the trial court to transfer venue from Etowah county to Talladega County. The plaintiff asserted venue was proper in Etowah county based on the statute providing that a domestic corporation can be sued in the county where the plaintiff resides if the corporation does business by agent in that county. In this case, the defendant manufactured cars in Talladega county. Its activities in Etowah county consisted of leasing a warehouse to store racks and containers and purchasing parts and services in Etowah. The court noted that a corporation is “doing business” in a county for venue purposes if, with regularity, it performs the functions for which it was created. The corporation’s contacts with Etowah county were merely incidental to the function for which it was created – manufacturing automobiles.


Personal Jurisdiction
Tyler v. Ford Motor Co., Case No. 2:20-CV-584, decided November 17, 2021. The U.S. District Court, Middle District of Alabama, held that it lacked personal jurisdiction over the defendant, a Delaware corporation with its principal place of business in Michigan. The plaintiff failed to show that the defendant’s Alabama activities were related to the cause of action and therefore specific jurisdiction was lacking. The court rejected the plaintiff’s claim that general jurisdiction existed because the corporation consented to jurisdiction by registering to do business in Alabama. The court noted that if the plaintiff’s argument were correct then every nationwide and global corporation registered in Alabama, even if it never in fact conducted business in the state, could be sued in Alabama for any and all claims against it based on events in another state or country. The court also stated that a 1991 decision from the Alabama Supreme Court and a 1917 US Supreme Court decision stating that foreign registration constituted consent were no longer good law.


Stock Purchase Agreement
Patel v. Shah, No. 1180012, decided September 30, 2019. The Alabama Supreme Court held that an oral stock purchase agreement was exempt from the statute of frauds because it was fully performed.


Other notices

December 19, 2019 — Alabama’s Secretary of State issued a release warning the business community of a misleading letter from the “AL Certificate Service” being circulated across the state.


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*State fees are mandatory fees imposed by the state. Price includes online discount automatically applied at checkout. Discount is for new customers only.
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