How to Reinstate an LLC in Alabama: There Is No Administrative Dissolution to Reinstate From

Updated August 24, 2026. Quick answer: Alabama’s LLC Act does not let the state administratively dissolve an LLC for unpaid Business Privilege Tax, a lapsed registered agent, or a missed filing. That power simply is not written into Ala. Code § 10A-5A-7.01, which lists only member-driven or judicial dissolution events. An LLC that has fallen behind on tax stays on the books, non-compliant but not dissolved. The Secretary of State’s $100 “Certificate of Reinstatement” (§§10A-5A-7.07–7.08) undoes one of those four dissolution events; it does not fix tax delinquency. What a delinquent LLC actually needs is a $10 Certificate of Compliance from the Alabama Department of Revenue, a different document, from a different agency, for a different problem.

There is no clock, because there is no dissolution to begin one

Most states let a Secretary of State administratively dissolve an LLC that stops paying its fees or filing its reports. Alabama’s Limited Liability Company Law does not. Read the statute that lists every way an Alabama LLC dissolves, and the absence is total:

“A limited liability company is dissolved and its affairs shall be wound up upon the occurrence of the first of the following events:”

Ala. Code § 10A-5A-7.01

• An event or circumstance that the operating agreement itself says causes dissolution.
• Consent of all members to dissolve.
• There being no remaining member (with narrow exceptions for admitting a new one).
• A court order dissolving the LLC on application by a member, on the ground that running the business in conformity with the operating agreement is no longer reasonably practicable.

Nowhere on that list is a Secretary of State certifying nonpayment, a Department of Revenue delinquency notice, or a missing registered agent. That’s not an oversight this page is filling in; it’s confirmed by reading the general winding-up provisions in Title 10A Chapter 1 Article 9 as well, where the one division actually titled “Revocation and Reinstatement” turns out to govern something else entirely: a domestic entity taking back a voluntary decision to wind up, before the winding up is finished. It has nothing to do with an LLC that simply stopped paying a tax.

Alabama doesn’t even route the tax obligation through the Secretary of State the way most states route an annual report. The Business Privilege Tax is a return filed with the Department of Revenue, a different building, a different filing system, a different deadline, and unlike a corporation’s old administrative-dissolution exposure, an LLC’s exposure for not filing it stops at delinquency. The entity keeps its certificate of formation, keeps its registered agent of record, and keeps appearing as an active LLC in the Secretary of State’s database, tax problems and all.

That matters practically: contracts the LLC signs while tax-delinquent are still enforceable: nothing in Alabama law voids them for lack of a dissolution that never happened. What breaks down first is usually a bank, landlord, or lender asking for a certificate of existence or good standing. The Secretary of State can confirm the LLC is on file, but proving it’s current on tax is a Department of Revenue question, answered by the Certificate of Compliance described below, not by anything the Secretary of State’s dissolution machinery touches.

What it costs: two different fees for two different problems

Because there’s no administrative dissolution, there are two separate documents that get confused with each other, from two separate state agencies, and only one of them is what most readers actually need.

The Secretary of State’s own form states the SOS fee plainly:

“Include a check, money order, or credit card payment for the $100.00 processing fee.”

Alabama SOS Domestic LLC Certificate of Reinstatement form

And the Department of Revenue’s own FAQ page states the ADOR fee just as plainly, in a sentence that runs its dollar figures together without a space, quoted here exactly as the agency’s page renders it:

“Fee is $10(with an additional $4 service charge)”

Alabama Department of Revenue, Certificate of Compliance FAQ

An LLC that never filed voluntary articles of dissolution and was never the subject of a court order has no reason to file the $100 SOS form at all. It was never dissolved under §10A-5A-7.01, so there is nothing for that certificate to reinstate.

The name follows the same rule: nothing changes unless the record already says dissolved

Because there’s no administrative-dissolution status, there’s no automatic name-release event tied to unpaid tax either. Alabama’s name rule for reinstatement turns entirely on what the Secretary of State’s own records show:

“If the limited liability company is listed in the Secretary of State’s records as a limited liability company that has been dissolved, then the name of a limited liability company following reinstatement shall be that limited liability company name at the time of reinstatement if that limited liability company name complies with Article 5 of Chapter 1 at the time of reinstatement.”

Ala. Code § 10A-5A-7.09(b)

If someone else has already taken that name by the time reinstatement is filed, the statute doesn’t just deny the filing; it grafts a word onto the old name and moves on: the reinstated LLC becomes its old name “followed by the word ‘reinstated.'” For an LLC that was never listed as dissolved in the first place (the tax-delinquent-but-not-dissolved case this page is about), none of this applies: the name simply never left the active roll.

When reinstatement does apply, it erases the gap completely

For the LLCs this section actually covers, the ones that filed voluntary articles of dissolution, or were dissolved by court order, and now want to undo it, the effect of reinstatement is generous:

“Subject to subsection (b), upon reinstatement, the limited liability company shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the limited liability company after the dissolution shall be determined as if the dissolution had never occurred.”

Ala. Code § 10A-5A-7.10(a)

The one carve-out (subsection (b), not quoted above) protects anyone who relied on the dissolution before they had notice of the reinstatement, a landlord who re-let space to someone else, for instance, doesn’t lose that deal retroactively.

What to actually file, depending on which problem you have

If your LLC’s operating agreement, or a unanimous member vote, or a court order dissolved it under §10A-5A-7.01, and you now want it back: file the Certificate of Reinstatement under §§10A-5A-7.07–7.08 with the Secretary of State, attach a true, complete copy of the certificate of formation, get the consent required by the operating agreement (or by this chapter if the agreement is silent), and pay the $100 fee.

If your LLC simply stopped filing Business Privilege Tax returns and you want to confirm it’s in good standing again: request a Certificate of Compliance from the Alabama Department of Revenue, filing whatever missing returns ADOR identifies and paying the $10 fee (plus the $4 service charge), and there is no SOS reinstatement filing to make, because there was never an SOS dissolution to reverse.

Readers coming from other states’ experience with administrative dissolution should expect this to feel incomplete. It is not a gap in this page; it is a gap in Alabama’s statute, confirmed by reading the entire dissolution article of the LLC Act and the general winding-up provisions that apply across all Title 10A entities.

One more detail worth flagging plainly: the Secretary of State’s own Certificate of Reinstatement form opens with a purpose line that reads, “In order to form a Limited Liability Company (LLC) under Sections 10A-5A-7.07 and 10A-5A-7.08 … this Certificate Of Reinstatement … must be filed”, using the word for creating a brand-new LLC where the rest of the form clearly means reinstating an existing one. It reads like boilerplate copied from a formation form and never fully updated. It doesn’t change what the form does, but if a reader’s first reaction on seeing it is to wonder whether they’ve grabbed the wrong document, they haven’t. They’ve grabbed the right one, filled out by an agency that left an old label on it.

What this page does not do

• It does not cover foreign LLCs registered to do business in Alabama. Foreign-entity revocation of registration (Ala. Code § 10A-1-7.12 et seq.) is a separate track from the domestic reinstatement process described here.
• It does not state a current, agency-verified Business Privilege Tax delinquency threshold. That number lives with the Department of Revenue’s return and payment records, not in the LLC Act.
• It is not legal advice.

Related: dissolving an LLC in Alabama and Alabama LLC costs. Other states take administrative dissolution much further: see Colorado, which also doesn’t dissolve for delinquency and uses a Statement Curing Delinquency instead, and Michigan, which never dissolves an LLC but frees its name instantly. For the annual-report side of compliance generally, see LLC annual report requirements by state and what happens if you stop filing LLC annual reports.

Sources

Every statement of law on this page is quoted from the text below, as read on August 24, 2026. Each row links the document it was read from.

General consumer information, not financial, tax or legal advice. State rules are as published by the cited source on 2026-08-24 and change; your own facts govern, and a reinstatement question with money on it is one to put to a lawyer or accountant in that state.