§ 10A-1-7.22 — Transaction of Business Without Registration; Actions to Restrain

Alabama § 10A-1-7.22

• 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) 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.

Legislative History

(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.)