§ 10A-1-7.21 — Transaction of Business Without Registration; Generally

Alabama § 10A-1-7.21

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 1: General Provisions
• Art. 7: Foreign Entities
• Div. C: Consequences of Transacting Business Without Registering

Text

(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.

Legislative History

(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.)