HB641 Alabama 2015 Session

Summary

Primary Sponsor

Ken Johnson

Republican

Session

Regular Session 2015

Title

Business entities, administrative dissolution by Secretary of State under certain conditions, fee schedule revised, Secs. 10A-1-4.31, 10A-2-16.22, 10A-8-10.01 am'd.

Summary

HB641 would require all filing entities in Alabama to file annual reports, allow administrative dissolution of inactive entities after notice, and align the annual-report fee schedule across entity types.

What This Bill Does

Replaces the current requirement that only certain entities file annual reports with a rule saying all filing entities and foreign filing entities must file annual reports to show whether they are active. Gives the Secretary of State the authority to administratively dissolve entities that are no longer active and have not filed an annual report, after providing proper notice. Standardizes the fee schedule for annual reports and related filings across corporations, LLCs, and professional associations, and updates the fee table in the law. Allows the annual report information to be substituted with public-record information from the Department of Revenue if a small $10 fee is paid, and sets timing rules for when reports are due and when dissolution can occur if not filed. Adds detailed annual-report content requirements for domestic/foreign corporations and for LLCs/registered partnerships, including addresses, registered agents, principal offices, and a brief description of business.

Who It Affects

• Filing entities (domestic and foreign) that transact business in Alabama, who must file annual reports and may be administratively dissolved if they don’t file or remain active.
• Secretary of State, judge of probate, registered agents, and entity officers, who gain new or clarified duties around collecting fees, managing annual reports, processing dissolution, and maintaining related funds and notices.

Key Provisions

• All filing entities and foreign filing entities must deliver an annual report with information about their status, offices, principal address, and business activities.
• The Secretary of State may administratively dissolve entities that are not active and have not complied with annual reporting, after proper notice, with a dissolution process including a 60-day cure window after notice and a 180-day period before automatic dissolution if uncured.
• The annual-report fee schedule will be made consistent across corporations, LLCs, and professional associations, with a detailed fee table (Section 10A-1-4.31) and related collection and deposit rules.
• Annual reports may be substituted by public-record information filed with the Department of Revenue, provided a $10 fee accompanies the submission, and the report fees are deposited into the appropriate state funds.
• For corporations (domestic and foreign), and for LLCs/registered limited liability partnerships, the annual report content includes name, jurisdiction, registered office and agent, principal office, key officers, and a brief business description; timing for initial and subsequent reports is specified.

AI-generated summary using openai/gpt-5-nano on Feb 24, 2026. May contain errors — refer to the official bill text for accuracy.

Subjects

Business Entities