What happens if your Alabama LLC misses its Business Privilege Tax return, and whether reinstatement applies
Alabama’s own word for it: No administrative dissolution for LLCs; the Department of Revenue issues a “Business Privilege Tax Delinquent” notice. Time limit to get back: None stated. Tax clearance: No.
Checked against the Alabama Secretary of State; Business Privilege Tax is administered by the Alabama Department of Revenue, September 2026.
- What Alabama calls it
- No administrative dissolution for LLCs; the Department of Revenue issues a “Business Privilege Tax Delinquent” notice
- Tax clearance
- No
- Time limit to get back
- None stated
How it unfolds in Alabama
- MissedBusiness Privilege Tax return
- StatusNo administrative dissolution for LLCs; the Department of Revenue issues a “Business Privilege Tax Delinquent” notice
- The way backDomestic LLC Certificate of Reinstatement (after a dissolution event)
Alabama Secretary of State (Business Services); Business Privilege Tax is administered by the Alabama Department of Revenue
Alabama specific: Alabama’s LLC law has no administrative dissolution by the Secretary of State. A missed Business Privilege Tax return is a Department of Revenue matter, answered with a delinquent notice, not a change of status at the Secretary of State. Reinstatement applies to an LLC dissolved by one of the events in § 10A-5A-7.01.
What does Alabama call a company that missed its filings?
Alabama’s LLC statute (Title 10A, Chapter 5A) contains no administrative dissolution by the Secretary of State. A domestic LLC is ‘dissolved’ only by the events in §10A-5A-7.01 (an event in the LLC agreement, consent of all members, no remaining member, or a court order). The old corporate ‘administrative dissolution’ sections (§10A-2-14.20 to 14.23) were repealed effective January 1, 2020 by Act 2019-94. On the tax side, the Department of Revenue issues a ‘Business Privilege Tax Delinquent Notice’ when a required return and payment have not been received.
What triggers it in Alabama?
The statute has no involuntary or administrative trigger for domestic LLCs. Dissolution happens only through the §10A-5A-7.01 events. The Business Privilege Tax return is due every year the entity legally exists, even if it is dormant, until it is legally dissolved or withdrawn through the Secretary of State. Not filing leads to a Department of Revenue delinquent notice, not to Secretary of State dissolution under any statute I found. For taxable years beginning on or after January 1, 2024, ADOR says entities that would otherwise owe only the minimum tax are exempt from the privilege tax.
Not yet confirmed against the Alabama Secretary of State; Business Privilege Tax is administered by the Alabama Department of Revenue — check with the office.
When does reinstatement apply in Alabama?
‘Domestic Limited Liability Company (LLC) Certificate of Reinstatement’, filed under §§10A-5A-7.07 and 7.08. It must be typed. Mail 2 copies with a self-addressed stamped envelope to the Secretary of State, Business Services; it is accepted only by mail or courier, not by email. Attach a certified true and complete copy of the certificate of formation. The certificate states the name before and after reinstatement, the formation date, the dissolution date, the registered agent and office, and that all applicable §10A-5A-7.07 conditions (member consent) have been satisfied. A processing fee set by the state applies.
Where to file
Alabama Secretary of State, Business Services, P.O. Box 5616, Montgomery, Alabama 36103
Missed filings and fees
The SOS reinstatement statute does not make back reports a condition. Separately, ADOR says the Business Privilege Tax remains due every registered year until the entity is legally dissolved or withdrawn through the SOS. Delinquent returns and tax, with any penalties and interest, stay owed to the Department of Revenue.
Is there a deadline in Alabama?
No statutory time limit stated. §10A-5A-7.07 says an LLC ‘that has been dissolved may be reinstated’ once its conditions are met.
Do you need tax clearance in Alabama?
No
Neither §10A-5A-7.07/7.08 nor the SOS reinstatement form requires a Department of Revenue certificate. (ADOR’s ‘Certificate of Compliance’ is what the SOS requires for dissolving or withdrawing an entity. It must be no more than six months old.)
What happens to the company name meanwhile?
If the SOS records show the LLC as dissolved and its name no longer complies with Article 5 of Chapter 1 (name availability) at reinstatement, the LLC’s name after reinstatement is its old name followed by the word ‘reinstated’. The LLC does not need to file a statement of dissolution to keep or obtain its name.
What changes once it is fixed?
On reinstatement, the LLC is treated for all purposes as having continued its activities and affairs as if dissolution had never occurred. Rights and liabilities arising after dissolution are determined the same way. People who relied on the dissolution before they had notice of the reinstatement are not adversely affected. The SOS form says the filing is effective immediately on the date it is filed.
What changes for corporations in Alabama?
Corporations also no longer have SOS administrative dissolution: §§10A-2-14.20 to 14.23 were repealed effective January 1, 2020 by Act 2019-94. The old rules allowed reinstatement within two years and required a Department of Revenue tax certificate. Under the current Business Corporation Law (Chapter 2A), a corporation may revoke its dissolution and be reinstated only within 120 days after the dissolution’s effective date, by filing a ‘certificate of revocation of dissolution and reinstatement’ (§10A-2A-14.04). LLCs have no such deadline. Both entity types are subject to the Business Privilege Tax.
What should you file first?
There is no separate tax clearance step for a Alabama LLC, so the filing comes first, with the missed filings and fees described above.
The filing
Domestic LLC Certificate of Reinstatement (after a dissolution event)
Where it goes
Alabama Secretary of State, Business Services, P.O. Box 5616, Montgomery, Alabama 36103
What does Alabama ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Certificate of Formation) | Domestic LLC Certificate of Formation | At formation, filed directly with the Secretary of State | None |
| Business Privilege Tax return — pass-through entities (LLCs, LPs, S corporations) | Form PPT | Same date as the entity’s federal income tax return — but for tax years beginning after December 31, 2023 Alabama fully exempts taxpayers at or below the statutory de minimis threshold, and the Department of Revenue states they need not file a BPT return at all | Interest and failure-to-file/pay penalties on any tax actually owed |
| Business Privilege Tax return — C corporations and financial institutions | Form CPT | Same date as the entity’s federal income tax return, with the same de minimis exemption for tax years beginning after December 31, 2023 | Interest and failure-to-file/pay penalties on any tax actually owed |
| Secretary of State Annual Report (corporations) | Annual Report filed with the Secretary of State’s Business Services Division | Filed separately with the Secretary of State since January 1, 2024 — it no longer rides along with the Business Privilege Tax return. Domestic and foreign for-profit and professional corporations file it; LLCs do not | Loss of good standing |
| Change of registered agent | Change of Registered Agent or Registered Office by Entity | When the agent or office changes | None |
From the same Alabama record as the Alabama registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Alabama deadline in your calendar with the compliance calendar, or see what Alabama requires of your registered agent.
Which Alabama laws govern it?
Dissolution events: Ala. Code §10A-5A-7.01. Reinstatement after dissolution: §10A-5A-7.07 (conditions), §10A-5A-7.08 (certificate of reinstatement), §10A-5A-7.09 (name on reinstatement), §10A-5A-7.10 (effect). Business Privilege Tax: Ala. Code Title 40, Chapter 14A (e.g. §40-14A-25 returns, §40-14A-27 notice of dissolutions to the Department and SOS).
Sources, checked September 2026:
- Alabama Legislature (ALISON)— Ala. Code §§10A-5A-7.01, 7.07-7.10; §§40-14A-25, 40-14A-27
- Alabama Legislature (ALISON) / Alabama Department of Revenue— Ala. Code §10A-5A-7.01; §10A-2-14.20 (repealed by Act 2019-94); ADOR FAQ ‘Why did I receive a Business Privilege Tax Delinquent Notice?’
- Alabama Legislature / Alabama Department of Revenue— Ala. Code §10A-5A-7.01, §40-14A-25; ADOR BPT FAQs
- Alabama Secretary of State— Form ‘DLLC Cert of Reinstatement - 1/2022’; Ala. Code §10A-5A-7.08
- Alabama Secretary of State— DLLC Certificate of Reinstatement form, instructions
- Alabama Secretary of State / Alabama Department of Revenue— Ala. Code §10A-5A-7.08; SOS reinstatement form; ADOR BPT page (‘How To Close A Business’)
- Alabama Department of Revenue— ADOR Business Privilege Tax page; Ala. Code §40-14A-25(b)
- Alabama Legislature (ALISON)— Ala. Code §10A-5A-7.09
- Alabama Legislature (ALISON)— Ala. Code §10A-5A-7.07
- Alabama Legislature (ALISON)— Ala. Code §10A-5A-7.10; SOS form item 8
- Alabama Legislature (ALISON)— Ala. Code §10A-2A-14.04; §§10A-2-14.20-14.23 (repealed)
Checked against the Alabama Secretary of State (Business Services); Business Privilege Tax is administered by the Alabama Department of Revenue and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Alabama
Behind on a Alabama filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Alabama Secretary of State; Business Privilege Tax is administered by the Alabama Department of Revenue, and state fees are confirmed with you before anything is filed.