Foreign LLP Qualification in Alaska: the Statement of Foreign Qualification

Alaska sets the rule in AS 32.06.922: a foreign limited liability partnership must file a statement of foreign qualification before it transacts business in the state. The filing is that statement, and the Division's form carries the same title.

The statute keeps the statement short. It needs the partnership's name, its chief executive office, its Alaska office or Alaska agent, and an optional later effective date. Home-state law continues to govern relations among the partners and their liability for partnership obligations (AS 32.06.921), and Alaska may not reject a statement because its own law differs. The status stays in effect, whatever changes in the partnership, until it is cancelled or revoked.

An LLP gets a specific list here. AS 32.06.924(a) says a foreign LLP is not transacting business when it litigates or settles a dispute, meets with its partners or handles internal affairs, uses bank accounts, keeps an office or trustee for its own securities, sells through independent contractors, solicits sales that are binding only once approved from outside the state, takes on or extends debt (secured or not), collects debts, forecloses on collateral and looks after what it acquires that way, completes one isolated deal inside 30 days outside any series of similar deals, or engages in interstate commerce.

The property rule

Subsection (b) cuts the other way. If the partnership owns real estate or tangible personal property here and the property earns income, that does constitute transacting business, except property the list excludes. A partnership that owns a rental building in the state therefore cannot call the ownership harmless. For borderline facts, ask an Alaska attorney. Mainstay Filing is a filing and agent service, and it does not decide the question.

The form is the Statement of Foreign Qualification for a Foreign Limited Liability Partnership, number 08-0532. The Division charges $150, flat, as a nonrefundable filing fee. The instructions say to mail it and not to email it. Expect up to three weeks on paper, and more during the winter renewal rush.

What the statement contains

• The legal name, closing with a partnership indicator such as LLP or the full phrase
• An assumed name where the legal name is not available or lacks that ending
• An attestation about home-state standing, covered below
• The domicile and the original registration date there
• The registered agent, with Alaska street and mailing addresses
• The chief executive office, wherever it sits
• The partnership's Alaska office, or the agent's addresses when there is none
• An optional later effective date
• The legal name and address of at least two partners

At least two partners sign. Their signature block warns that falsifying the application is a class A misdemeanor.

The statement does not ask for a certificate of status or a good standing letter. Part IV has the partners attest to active, good-standing status in the domicile, and the contents in AS 32.06.922(a) stop at name, offices, agent and date. No home-state document is ordered or attached, so no age limit applies.

Check your home-state filings before the partners sign, because two of them are putting their names to that attestation.

The name

The name must satisfy the home jurisdiction's rules and finish with R.L.L.P., L.L.P., RLLP or LLP, or with the longer wording Registered Limited Liability Partnership or Limited Liability Partnership (AS 32.06.912 and 32.06.922). If the home name cannot be used in Alaska, the form calls for an assumed name.

The agent

The statute is permissive. AS 32.06.922(b) lets the agent be a person living in Alaska or anyone authorized to do business here. The Division's form narrows the choices to a corporation or a person with a physical location in the state, and it does not accept an LLC, LP or LLP. Alaska street and mailing addresses are both required.

No business-hours rule appears. Replacing the agent is a $25 statement of change.

A registered foreign LLP owes a biennial report under AS 32.06.913, and the Division's fee list shows $200. January 2 of the filing year is the cutoff, and the cycle is set by the year the partnership became authorized: even-numbered year, even-numbered filing years; odd, odd. A report not in by February 1 is delinquent. The report gives the partnership's name and home jurisdiction, its chief executive office, its Alaska office and its agent.

Skipping the report or the fee can lead the department to revoke the status, but only after at least 60 days of written notice. An amended statement is $25, and so is a cancellation. The form's instructions also say an Alaska business license is required before engaging in business.

Cancelling

A partnership that leaves files the Statement of Foreign Cancellation, form 08-534, signed by at least two partners, for $25. The partnership declares that it no longer transacts business here, gives up its authority to operate, withdraws the agent's appointment and accepts service through the commissioner.

AS 32.06.923 and 32.06.925 set the consequences, and none is a fine.

• Lacking a statement in effect, the partnership may not begin or keep going with an action or proceeding in Alaska.
• Agreements remain valid, and the partnership can still defend itself.
• A partner's limit on personal liability survives the omission.
• The commissioner serves as the partnership's agent for claims from its Alaska business.
• The attorney general may sue to restrain the partnership's business.

The Alaska business license is a separate rule, with a civil fine of up to $300 for knowingly doing business without one.

The one thing Mainstay Filing sells an LLP is the Alaska registered agent, since the foreign qualification checkout takes only LLCs and for-profit corporations. Pricing is $149 each year, a flat number that does not move at renewal. Your statement lists the agent's Alaska address, which then becomes public. When the partnership is served, you get a scan of the papers before the day is out, free of charge, and the first three letters from government agencies each year are scanned free as well.

Suppose a different agent is on record today: Mainstay Filing submits the replacement and hands the state's $25 fee through at cost. The partnership or its attorney prepares and signs the statement. Mainstay Filing's agent can serve in Alaska. Start on the Alaska registered agent page.