Partnership
According to the Partnership Ordinance, Chapter 38 of the Laws of Hong Kong, a partnership is a relationship between persons who jointly carry on a business for profit. A partnership is a business entity formed by two or more partners.
A characteristic of a partnership is that each partner is an agent for the business and for all other partners. The conduct of any partner in the course of business binds the business and all other partners. Therefore, the partners must share jointly and severally in all the debts of the partnership.
Forming partnerships is also simple. However, since a partnership involves cooperation and rights between the partners, the partners should first enter into a contract. The contract can be drawn up by the partners themselves, or can be drafted by a lawyer after negotiation between the partners. Although an oral agreement is also a kind of contract, entrepreneurs should draw up a written contract to avoid disputes over the rights and obligations of partners in the future.
Because the partners have enormous obligations to themselves and the partnership business, it is best to draw up the contract before the partnership is formed and the business begins operations. The contract should include the following—
Formation date and name of partnership
Partner’s name and particulars, ownership ratio and investment amount
Role, work, rights and obligations of partners
Method and proportion of profit and loss sharing, and the treatment of partnership property
Partner dispute resolution
Mechanism for existing partners to exit and new partners to join
Conditions and methods for dissolving the partnership
Partnership is a mode of operation in which capital and people are combined. It is certainly better than a sole proprietorship in terms of availability of resources. However, partnerships also have their drawbacks. Since a partnership involves multiple partners, lack of communication, differences of opinion or even mutual mistrust between partners can significantly disrupt business operations and may lead to the dissolution of the partnership. The risks of a partnership mainly stem from the trust between partners and the trust relationship with the business, as well as its characteristic of unlimited liability to partners. Liability arising from wrong business decisions of a partner must be borne by all partners without limitation. Entrepreneurs are advised to think carefully before joining a partnership.
Partnership Opening Process and Information Required in Hong Kong
Partnership Opening Process
1. Choose a Business Name:
Conduct a name search to ensure availability.
Register the business name with the relevant authority.
2. Partnership Agreement:
Create a written partnership agreement outlining the terms of the partnership, including:
Partner contributions (capital, assets, skills)
Profit and loss sharing
Decision-making processes
Dispute resolution mechanisms
Partnership dissolution procedures
3. Obtain Necessary Licenses and Permits:
Depending on the nature of your business, you may require specific licenses or permits.
4. Open a Business Bank Account:
Provide required documentation, including partnership agreement, identification of partners, and proof of business address.
Information Required
The specific information required can vary depending on the nature of your business. However, generally, you will need:
Partner Information:
Names, addresses, and identification documents of all partners
Partnership ratio (profit and loss sharing)
Business Information:
Business name and address
Nature of business
Partnership agreement
Financial Information:
Initial capital contribution
Profit and loss projections (for bank account opening)
Additional Considerations
Tax Registration: Register for business registration and obtain a Business Registration Certificate (BRC).
Accounting and Record Keeping: Maintain proper financial records and comply with tax regulations.
How Bestar Can Help with Partnership Formation
Bestar is an invaluable asset when forming a partnership in Hong Kong. We can provide expert guidance, ensuring your partnership is structured correctly, compliant with local laws, and positioned for success.
Role of Bestar
Bestar can assist with:
Partnership Agreement: Drafting a comprehensive partnership agreement that clearly outlines the rights, responsibilities, and obligations of each partner.
Business Structure: Advising on the most suitable partnership structure (general or limited partnership) based on your business needs and objectives.
Business Registration: Guiding you through the registration process and ensuring compliance with statutory requirements.
Licenses and Permits: Identifying necessary licenses and permits and assisting with the application process.
Tax Planning: Providing tax-efficient strategies and minimizing potential tax liabilities.
Contractual Matters: Reviewing and drafting contracts related to the partnership, such as lease agreements, supplier contracts, and customer agreements.
Dispute Resolution: Incorporating effective dispute resolution mechanisms into the partnership agreement.
Financial Projections: Developing financial forecasts and budgets to assess the partnership's financial viability.
Bookkeeping and Accounting: Setting up accounting systems and procedures to track financial transactions accurately.
Tax Compliance: Ensuring compliance with tax regulations, preparing tax returns, and handling tax audits.
Financial Reporting: Providing regular financial reports to partners and stakeholders.
Business Valuation: Valuing partnership assets and liabilities for various purposes, such as partner buyouts or dissolution.
Benefits of Seeking Professional Help
Expertise and Knowledge: Bestar possesses in-depth knowledge of partnership laws, regulations, and best practices.
Risk Mitigation: By addressing legal and financial complexities, Bestar can help minimize risks and protect the partnership's interests.
Time Efficiency: Bestar can streamline the partnership formation process, saving you time and effort.
Compliance: Bestar ensure your partnership complies with all relevant laws and regulations, avoiding penalties.
Strategic Planning: We can provide valuable insights and recommendations to help your partnership achieve its goals.
By engaging the services of Bestar, you can increase your chances of a successful and sustainable partnership.
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