The Limited Partnership Fund Ordinance (Cap. 637) (“the Ordinance”) establishes a limited partnership fund regime to enable private funds to be registered in the form of limited partnerships in Hong Kong.
To foster the position of Hong Kong as a premier international asset and wealth management centre, the limited partnership fund (“LPF”) regime attracts private investment funds (including private equity and venture capital funds) to set up and register in Hong Kong so as to facilitate the channeling of capital into corporates, including start-ups in the innovation and technology field in the Greater Bay Area.
An LPF is a fund that is structured in the form of a limited partnership which will be used for the purpose of managing investments for the benefit of its investors. A fund qualifying for registration under the LPF regime must be constituted by one general partner who has unlimited liability in respect of the debts and liabilities of the fund, and at least one limited partner with limited liability.
The LPF regime enables investment funds to set up in Hong Kong in the form of a limited partnership.
Under the mechanism, a fund set up in the form of a limited partnership under the law of a jurisdiction outside Hong Kong may apply for registration as an LPF in Hong Kong, if it meets the same set of eligibility requirements for a new fund to be registered as an LPF. Upon re-domiciliation, the fund will have the same rights and obligations as any other newly established LPFs in Hong Kong.
What is an LPF
An LPF is a private fund that is structured in a limited partnership form and is used for the purpose of managing investments for the benefit of its investors.
It is not a legal person.
How a Fund can be Eligible to be Registered as a Limited Partnership Fund (“LPF”)
A fund must meet the eligibility requirements under section 7 of the Limited Partnership Fund Ordinance (“LPFO”) to qualify for registration as an LPF.
In general, a fund is eligible to be registered as an LPF if, on its registration as an LPF -
the fund is constituted by a limited partnership agreement and the arrangements in the agreement do not contravene the LPFO or any other applicable law;
the fund has one general partner and at least one limited partner;
the fund’s name complies with the requirements relating to an LPF’s name under the LPFO;
registration of the fund by its name will not contravene the restrictions on an LPF’s name under the LPFO;
the fund has an office in Hong Kong to which communications and notices may be sent;
the fund is not set up for an unlawful purpose; and
not all the partners in the fund are corporations in the same group of companies.
An LPF must have a responsible person, an Investment Manager, an independent auditor and an authorized representative. An authorized representative is required only when the general partner is another limited partnership fund or a non-Hong Kong limited partnership without a legal personality.
How to Register a Fund as a Limited Partnership Fund (“LPF”)
Submit:
Form LPF1 - Application for Registration of Limited Partnership Fund (Section 11 of the Ordinance)
Registration fee of HK$2,555
Lodgment fee of HK$479 (non-refundable) by a Hong Kong law firm or solicitor on behalf of the proposed general partner
If approved, a certificate of registration is issued to the LPF
The general partner must submit an application for business registration to the Business Registration Office, Inland Revenue Department within 1 month after the registration date
How to Register a Specified Fund as an LPF
A specified fund means a fund set up in the form of a limited partnership which is registered under the Limited Partnerships Ordinance (Cap. 37)
Proposed general partner to submit:
Form LPF2 - Application for Registration of a Specified Fund as a Limited Partnership Fund (Section 79 of the Ordinance)
Registration fee of HK$2,555
Lodgment fee of HK$479 (non-refundable)
If approved, a certificate of registration is issued to the fund
The general partner must within 1 month after the registration date:
submit an application for business registration to the Business Registration Office, Inland Revenue Department OR
notify the Commissioner of Inland Revenue of the registration as appropriate
How Long It Takes
The certificate of registration will normally be issued within 4 working days after receipt of the application.
REGISRATION OF A NON-HONG KONG FUND AS A LIMITED PARTNERSHIP FUND
What a Non-Hong Kong Fund Means
A non-Hong Kong Fund refers to a fund set up in the form of a non-Hong Kong limited partnership.
What the Eligibility Requirements are
A non-Hong Kong Fund must meet the eligibility requirements under section 7 of the Limited Partnership Fund Ordinance to be eligible for registration as a limited partnership fund (“LPF”).
Registration of a Non-Hong Kong Fund as an LPF
An LPF must have at least one limited partner, a general partner, a responsible person, an investment manager, an independent auditor and an authorized representative. An authorized representative is required only when the general partner is another limited partnership fund or a non-Hong Kong limited partnership without a legal personality
Effect of Registration of a Non-Hong Kong Fund as an LPF
No impact on continuity
No dissolution of original partnership
No creation of a new legal entity
No impact on any contract, resolution or any other thing done
No impact on any function, property, right, privilege, obligation or liability
Does not render defective any legal proceedings
How to Apply for Registration of a Non-Hong Kong Fund as an LPF
Submit:
Form LPF10 - Application for Registration of a Non-Hong Kong Fund as a Limited Partnership Fund (Section 82B of the Ordinance)
Registration fee of HK$2,555
Lodgement fee of HK$479 (non-refundable) by a Hong Kong law firm or solicitor on behalf of the proposed general partner
If approved, a certificate of registration is issued to the LPF
The general partner must, within 1 month after the registration date:
submit an application for business registration to the Business Registration Office, Inland Revenue Department OR
notify the Commissioner of Inland Revenue of the registration as appropriate
Upon successful registration, the fund must be deregistered in its place of establishment within 60 days after the registration date
How Long It Takes
The certificate of registration will normally be issued within 4 working days after receipt of the application.
Re-domiciliation of a Non-Hong Kong Fund as an LPF
Under the section 82B of the Limited Partnership Fund Ordinance (Cap. 637), an application for registration of a non-Hong Kong fund as an LPF must be made to the Registrar by a general partner in the non-Hong Kong fund who is named in the application as the person proposed to be the general partner in the LPF together with the specified fee. The application must be submitted by a registered Hong Kong law firm or a solicitor admitted to practise Hong Kong law in Hong Kong on behalf of the proposed general partner. Registration will take effect upon the issue of a certificate of registration by the Registrar.
After the issue of the certificate of registration, the fund concerned will be required to be deregistered in its place of establishment within 60 days.
If, immediately before a non-Hong Kong fund is registered as an LPF, the original partnership does not hold a valid business registration certificate, the general partner in the LPF must, within 1 month after the registration date, apply for a business registration certificate for the LPF. However, if the original partnership holds a valid business registration certificate, the general partner must, within 1 month after the registration date, notify the Commissioner of Inland Revenue of the registration, the name in which the LPF is registered and the details of the general partner.
Filing Obligations of a Limited Partnership Fund after Registration
Annual returns and other statutory notifications of a Limited Partnership Fund (“LPF”) have to be filed using specified forms and are required to be filed timely with the Registrar of Companies (“the Registrar”).
The general partner of an LPF or any other person is required to file the return or notification with the Registrar to comply with the filing requirements of the Limited Partnership Fund Ordinance (“LPFO”).
Annual Return of Limited Partnership Fund (section 24 Provisions of LPFO) (Form No. LPF5) to be filed with the Registrar within 42 days after each anniversary of the date on which the certificate of registration is issued. Fee Payable HK$105.
How Bestar can Help
Here are some areas Bestar might be able to assist specifically for Limited Partnership Funds (LPFs):
Fund Formation and Structuring:
Advising on the establishment of an LPF in Hong Kong, ensuring it complies with the Limited Partnership Fund Ordinance (LPFO).
Drafting the Limited Partnership Agreement, a crucial document outlining the rights and obligations of partners within the fund.
Compliance Services:
Assisting with the registration of the LPF with the Companies Registrar in Hong Kong.
Helping navigate ongoing compliance obligations, such as annual return filing and appointment of a local auditor.
Ancillary Services:
Providing registered office services for the LPF.
Acting as the Anti-Money Laundering (AML) Responsible Person, ensuring the LPF adheres to AML/CFT regulations.
To get the most accurate information, contact Bestar.
For enquiries relating to the LPF regime, please contact us.
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