Section 10-12-47

(Applicable to limited liability companies organized after January 1, 1998, limited liability companies not electing to come under the pre-1997 changes, and to all limited liability companies after December 31, 2000.) Registration.

(a) Before transacting business in this state, a foreign limited liability company shall register with the Secretary of State. To register, a foreign limited liability company shall submit to the Secretary of State, in duplicate, on forms furnished by the Secretary of State, an application for registration as a foreign limited liability company, signed by an authorized member or manager or other representative setting forth the following:

(1) The name of the foreign limited liability company, and if different, the name under which it proposes to register and transact business in this state.

(2) The state or other jurisdiction where it was formed, the name and address in that state or other jurisdiction where its articles of organization (or equivalent document) and all amendments thereto are on file, and the date of its formation.

(3) The general character of the business it proposes to transact in this state.

(4) The name and address of an agent for service of process on the foreign limited liability company. The agent shall satisfy and continue to satisfy the requirements applicable to registered agents of domestic limited liability companies under Section 10-12-15.

(5) The street address of the office required to be maintained in the state or other jurisdiction of its organization by the laws of that state or other jurisdiction, or, if not so required, of the principal office of the foreign limited liability company.

(6) A statement that the foreign limited liability company consents to service of process on it by registered mail addressed to it at the address specified in subdivision (5), if the agent appointed under subdivision (4) cannot be found or served with the exercise of reasonable diligence.

(b) The execution by a member or manager of an application for registration as a foreign limited liability company, or the execution of any certificate of amendment to such an application under Section 10-12-50, constitutes an affirmation that the facts therein are true under penalties of perjury prescribed by Section 13A-10-103 or its successor.

(c) A foreign limited liability company shall not be deemed to be transacting business in this state for the purposes of this section solely by reason of offers or sales of interests in the limited liability company in this state.

(Acts 1993, No. 93-724, p. 1425, §47; Act 97-920, 1st Ex. Sess., p. 312, §1.)