The Certificate of Limited Partnership (Form 08-508) is the filing the Alaska Division of Corporations, Business and Professional Licensing, Corporations Section, uses to record a domestic (Alaskan) limited partnership. It names the partnership, its registered agent, its offices, its general partners and its limited partners, and it must be signed by the general partners. On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the form itself is published by the State of Alaska and is filed by fax or U.S. Mail, as described below.
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What is 08-508?
The Certificate of Limited Partnership (Form 08-508) is the Alaska form, issued under AS 32.11 and AS 32.06, that a domestic limited partnership files with the Division of Corporations, Business and Professional Licensing to be recorded by the State of Alaska.
The form collects what AS 32.11.010 requires: the entity's legal name, the registered agent, the principal office, any office in Alaska, the names and mailing addresses of each general partner, and the names, mailing addresses and percentage owned of each limited partner. It also asks for the partnership's duration, its stated purpose under the partnership agreement and a six-digit Alaska NAICS code, and it has a section for any other matters the general partners decide to include.
Duration is a defining feature. The form states that a limited partnership has a duration of five years: its authority is canceled, meaning it is dissolved and ceases to exist, five years after the date the form is filed for record or the most recent amendment is filed for record (AS 32.11.890 and AS 32.06.303(g)). The form lets the partnership select a shorter period by entering a duration date.
The filing is a public record and is posted on the State's website. Form 08-508 is only for a domestic (Alaskan) limited partnership. The package also includes a Contact Information page (08-561) that is not filed for record and a Credit Card Payment Form (08-4438).
Who needs to file 08-508?
Persons forming a domestic (Alaskan) limited partnership use Form 08-508. The form says it is only for a Domestic (Alaskan) Limited Partnership.
Conditions the form attaches to the filing:
- Name: the legal name must include the words "Limited Partnership" without abbreviations, and may not contain a limited partner's name unless that limited partner is also a general partner.
- Registered agent: the agent's name, physical address and mailing address must be in Alaska. The agent must be an individual resident of Alaska or a corporation authorized to do business in Alaska, not a non-corporation, LLC, LLP or LP.
- Signers: the certificate must be signed by each general partner, or by an attorney-in-fact authorized to sign for one or more general partners. A signer acting for a general partner that is an entity states the signer's relationship and signing authority, for example "John Smith, President XYZ Inc the General Partner of ABC Limited Partnership."
General partners may also execute later filings with the Division for the entity (AS 32.11.040). Signing a filing known to be false in material respects is a class A misdemeanor, according to the form.
When to file 08-508
File Form 08-508 when the general partners are ready to have the domestic limited partnership recorded; the form prints no separate deadline. Plan around the duration: the partnership is canceled five years after the filing date, or after the most recent amendment, unless you select a shorter period on the form.
The Division states standard processing time as 10 to 15 business days from March through September. From October through February, during heavy filing seasons, processing is delayed. Filings are reviewed in the order they are received.
The form also reminds you that, under AS 43.70.020, you must obtain an Alaska Business License before engaging in business activity in the state, and that any activity requiring professional licensure needs that license before you apply for the business license.
Documents you need
- Filing fee payment: a check or money order in U.S. dollars payable to the State of Alaska, or the attached Credit Card Payment Form (08-4438) completed in full. The fee is nonrefundable.
- Contact Information page (08-561): return it with the filing; it is not filed for record or posted online.
- Additional sheets, only if needed: the form allows them for general partners (Section 10), limited partners (Section 11) and any other matters (Section 12).
- Authorization for an attorney-in-fact, only if one signs for a general partner; the form requires the attorney-in-fact to be authorized to sign for that general partner.
How to fill out 08-508
Read the filing notices
Confirm the form is for a domestic (Alaskan) limited partnership. Note that the information you submit is a public record posted on the State's website.
Enter the entity legal name
In Section 3, type the name with the words "Limited Partnership" written out in full, and do not include a limited partner's name unless that person is also a general partner.
Choose the duration
In Section 4, leave the five-year default, or select a shorter period and enter the Duration Date as mm dd yyyy.
State the purpose and NAICS code
In Section 5, write the purpose stated in the partnership agreement. In Section 6, enter the 6-digit Alaska NAICS Code that most closely matches that purpose and activities.
Identify the registered agent
In Section 7, enter the agent's complete name and Alaska physical and mailing addresses. Mark whether the agent is not a corporation or is a corporation, and give its entity number if it is.
Enter the offices
In Section 8, give the principal office physical and mailing addresses, wherever located. In Section 9, give an Alaska office, if any.
List the general partners
In Section 10, enter each general partner's full legal name and mailing address. Attach additional sheets if you have more than three.
List the limited partners
In Section 11, enter each limited partner's full legal name, mailing address and % Owned. Attach additional sheets as needed.
Add any other matters
In Section 12, include any other matters the general partners decide to state, attaching sheets as needed.
Complete the Contact Information page
Enter the entity name, contact person details and the address for return of filed documents on page 08-561, which is not filed for record.
Prepare payment
For a check or money order, make it payable to the State of Alaska. To pay by card, complete every field of the Credit Card Payment Form.
Review, sign and download the PDF
In Section 13, each general partner or authorized attorney-in-fact prints a name, signs and dates; identify the relationship for an entity partner. Download or print the completed PDF from FillingPDF and submit it as described under How to submit.
How to submit 08-508
The Division accepts this filing as a hardcopy by fax or by U.S. Mail, together with its payment. Do not email forms or payments; the form says this is for security reasons.
- By U.S. Mail: send the signed form and the non-refundable filing fee to Division of Corporations, Business and Professional Licensing, Corporations Section, State Office Building, 333 Willoughby Avenue, 9th Floor, PO Box 110806, Juneau, AK 99811-0806.
- By fax: (907) 465-2974. The form advises printing a confirmation page from your fax machine showing that all pages were sent. Payment still goes with the filing.
- Payment: a nonrefundable filing fee applies under 3 AAC 16.075(a). Pay in U.S. dollars by check or money order payable to the State of Alaska, or attach the Credit Card Payment Form; see Section 2 of the form for the amount, or call (907) 465-2550.
- Contact Information page: return it with the filing. It helps the Division process the filing and is not filed for record or shown online.
Questions can go to the Corporations Section at (907) 465-2550 or Corporations.Alaska.Gov. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Abbreviating the name instead of spelling out "Limited Partnership"; the form says the words are mandatory and may not be abbreviated.
- Putting a limited partner's name in the partnership name when that person is not also a general partner.
- Naming a registered agent that is an LLC, LLP, LP or other non-corporation entity, or one without Alaska physical and mailing addresses.
- Filing with fewer signatures than general partners; each general partner, or an authorized attorney-in-fact, must sign.
- Signing for an entity general partner without stating the signer's relationship and signing authority.
- Emailing the form or payment; the Division requires hardcopy by fax or U.S. Mail, and says not to email.
- Overlooking the five-year duration: unless you enter an earlier Duration Date, authority is canceled five years after filing or the latest amendment.
- Leaving out the filing fee or sending a credit card form with unfilled fields; the payment form says it cannot be processed unless all fields are completed.
Frequently asked questions
What is a Certificate of Limited Partnership in Alaska?
It is Form 08-508, the filing that records a domestic (Alaskan) limited partnership with the Division of Corporations, Business and Professional Licensing. It lists the name, registered agent, offices, general partners and limited partners, and the filing becomes a public record.
How long does an Alaska limited partnership last?
Five years. Under AS 32.11.890 and AS 32.06.303(g), its authority is canceled five years after the date the certificate or the most recent amendment is filed for record. You can select a shorter period by entering a Duration Date in Section 4.
Where do I send the Certificate of Limited Partnership?
Mail it with payment to the Corporations Section, State Office Building, 333 Willoughby Avenue, 9th Floor, PO Box 110806, Juneau, AK 99811-0806, or fax it to (907) 465-2974. The Division says not to email forms or payments.
Is there a fee to file Form 08-508?
Yes, a nonrefundable filing fee applies under 3 AAC 16.075(a). Pay by check or money order to the State of Alaska, or with the attached credit card form. The amount is printed in Section 2 of the form; you can also call (907) 465-2550.
Who has to sign the Certificate of Limited Partnership?
Each general partner, or an attorney-in-fact authorized to sign for one or more general partners. If the general partner is an entity, the signer states the relationship and signing authority, such as President of the entity.
Who can be the registered agent of a limited partnership in Alaska?
An individual resident of Alaska or a corporation authorized to do business in Alaska, with an Alaska name, physical address and mailing address. The form says it cannot be an LLC, LLP, LP or other non-corporation.
How long does the Alaska Division take to process the certificate?
Standard processing from March through September is 10 to 15 business days. From October through February, during heavy filing seasons, it is delayed. Filings are reviewed in the order the Division receives them.
Can I fill out the Certificate of Limited Partnership online on FillingPDF?
Yes, you can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service and does not file the certificate with the State of Alaska; you submit it by fax or U.S. Mail.
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