Limited Partnership Funds

An LPF is a fund that is structured in a limited partnership form and will be used for the purpose of managing investments for the benefit of its investors.   

No, the LPF regime is an opt-in registration scheme which does not preclude other funds from operating in Hong Kong in the form of a limited partnership in parallel to a registered LPF.

1. The Limited Partnership Fund Ordinance (Cap. 637) (“LPFO”) provides for the registration of funds as LPFs. It also provides for the operation, striking off, deregistration, dissolution and winding up of the registered funds.
2.  The following provisions of the Partnership Ordinance (Cap. 38) also apply to an LPF:
   1. section 2;
   2. sections 3 and 4 (to the extent that they are not inconsistent with the LPFO);
   3. sections 6, 8, 9, 10, 12, 13, 15, 16, 17 and 18;
   4. section 19 (to the extent that it is not inconsistent with the LPFO);
   5. sections 20, 21, 22, 23, 24 and 25;
   6. section 26 (to the extent that it is not inconsistent with the LPFO);
   7. sections 27, 29, 31, 33, 36, 39, 40, 41, 42, 43, 44, 45 and 46.
3. The rules of equity and of common law applicable to partnerships, to the extent that they are not inconsistent with the LPFO also apply to an LPF.
   
   

1. 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;
2. the fund has one general partner and at least one limited partner;
3. the fund’s name complies with the requirements relating to an LPF’s name under the LPFO;
4. registration of the fund by its name will not contravene the restrictions  on an LPF’s name under the LPFO;
5. the fund has an office in Hong Kong to which communications and notices may be sent;
6. the fund is not set up for an unlawful purpose; and
7. not all the partners in the fund are corporations in the same group of companies.

An application for registration of a fund as an LPF must be submitted in the specified Form LPF1 “Application for Registration of Limited Partnership Fund” to the Registrar of Companies (“the Registrar”) together with the fees of HK$3,034 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 in the fund. 

No.  The registered office of an LPF must be situated in Hong Kong.   Furthermore, ‘care of’ address and post office box number are not acceptable as the address of the registered office.

No.  The limited partnership agreement in relation to an LPF is not required to be submitted to the Companies Registry.

If the application for registration as an LPF is successful, the presentor will be notified by email as to the registration.

The certificate can be collected at the Companies Registry (“the Registry”)’s office by or on behalf of the presentor stated in the application form (Form LPF1). 

If the presentor is a company, the person who collects the certificate for the presentor must produce the company chop of the presentor for collection of the certificate. 

If the presentor is an individual, the presentor can come in person to the Registry’s office to collect the certificate by presenting his / her identity card or passport.  If the presentor sends a representative to collect the certificate, the representative has to produce the presentor’s written authorisation (with identification details of the representative) for record. 

In either case, the person representing the presentor to collect the certificate must produce his / her identity card or passport upon the collection.

The Companies Registry will NOT despatch the certificate to any person who fails to produce the required identification document or company chop.

If the application is unsuccessful, the sum of HK$2,555 will be refunded. The remaining sum of HK$479 being lodgement fee for the application is non-refundable.

No. The general partner must apply for a business registration certificate for the LPF from the Business Registration Office, Inland Revenue Department, under the Business Registration Ordinance (Cap. 310) within one month after the registration date.

1. the registration does not cause the original partnership to be dissolved;
2. the original partnership continues in existence as an LPF; and
3. with effect from the registration date, the original partnership is taken to be an LPF registered under section 12 of the Limited Partnership Fund Ordinance (Cap. 637) (“the LPFO”) and the LPFO applies accordingly to the fund.

The certificate can be collected at the Companies Registry (“the Registry”)’s office by or on behalf of the presentor stated in the application form (Form LPF10). 

If the presentor is a company, the person who collects the certificate for the presentor must produce the company chop of the presentor upon the collection. 

If the presentor is an individual, the presentor can come in person to the Registry’s office to collect the certificate by presenting his /her identity card or passport.  If the presentor sends a representative to collect the certificate, the representative has to produce the presentor’s written authorisation (with identification details of the representative) for record. 

In either case, the person representing the presentor to collect the certificate must produce his / her identity card or passport for collection of the certificate.

The Companies Registry will NOT despatch the certificate to any person who fails to produce the required identification document or company chop.

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 apply for a business registration certificate for the LPF within one month after the registration date.

However, if the original partnership holds a valid business registration certificate immediately before the registration, the general partner must notify the Commissioner of Inland Revenue of the registration within one month after the registration date.

If a fund set up in the form of a limited partnership registered under the Limited Partnerships Ordinance (Cap. 37) (“specified fund”) meets the eligibility requirements in section 7 of the Limited Partnership Fund Ordinance (Cap. 637), a general partner in the specified fund can make an application for registration of the specified fund as an LPF by submitting to the Registrar of Companies (“the Registrar”) the specified Form LPF2 “Application for Registration of a Specified Fund as a Limited Partnership Fund” together with the fees of HK$3,034.  The general partner who makes the application should be named in the application as the person proposed to be the general partner in the LPF.

If a specified fund is registered as an LPF—

1. the registration does not cause the partnership in relation to a specified fund that was registered under the Limited Partnerships Ordinance (Cap. 37) (“the partnership”) to be dissolved;
2.  the partnership continues in existence as an LPF; and
3. with effect from the registration date, the partnership is taken to be an LPF registered under section 12 of the Limited Partnership Fund Ordinance and, the partnership ceases to be registered under the Limited Partnerships Ordinance (Cap. 37).

The Registrar of Companies will  issue a “Certificate of Registration of a Specified Fund as a Limited Partnership Fund” and give notice in the Gazette of the registration.

The certificate can be collected at the Companies Registry (“the Registry”)’s office by or on behalf of the presentor stated in the application form (Form LPF2). 

If the presentor is a company, the person who collects the certificate for the presentor must produce the company chop of the presentor upon the collection. 

If the presentor is an individual, the presentor can come in person to the Registry’s office to collect the certificate by presenting his /her identity card or passport.  If the presentor sends a representative to collect the certificate, the representative has to produce the presentor’s written authorisation (with identification details of the representative) for  record. 

In either case, the person representing the presentor to collect the certificate must produce his / her identity card or passport for collection of the certificate.

The Companies Registry will NOT despatch the certificate to any person who fails to produce the required identification document or company chop.

If the application is unsuccessful, the sum of HK$2,555 will be refunded. The remaining sum of HK$479 being lodgement fee for the application is non-refundable.

An LPF must be constituted by one general partner and at least one limited partner under a written agreement.

The general partner in an LPF has unlimited liability for all the debts and obligations of the fund.

The general partner in an LPF has ultimate responsibility for the management and control of the fund.  The general partner also has a duty to ensure that there are proper custody arrangements for the assets of the fund as specified in the limited partnership agreement of the fund.

1. a natural person who is at least 18 years old;
2. a private company limited by shares incorporated under the Companies Ordinance (Cap. 622) or a former Companies Ordinance;
3. a registered non-Hong Kong company;
4. a limited partnership registered under the Limited Partnerships Ordinance (Cap. 37);
5. a limited partnership fund;
6. a non-Hong Kong limited partnership with a legal personality; or
7. a non-Hong Kong limited partnership without a legal personality.

If the general partner in an LPF is
(a) another LPF; or
(b) a non-Hong Kong limited partnership without a legal personality,

the general partner must appoint a person as the authorized representative of the LPF to be responsible for the management and control of the LPF.

If an LPF has an authorized representative, the general partner in the LPF and the authorized representative are jointly and severally liable for all the debts and obligations of the LPF. Both the general partner and the authorized representative have ultimate responsibility for the management and control of the LPF.

1. a Hong Kong resident who is at least 18 years old;
2. a company; or
3. a registered non-Hong Kong company.

1. has the right to participate in the income and profits arising from the management of the assets and transactions of the LPF by the general partner in, and the investment manager of, the LPF;
2. does not owe any fiduciary duty to the general partner, or any other limited partner, in the LPF;
3. does not have day-to-day management rights or control over the assets held by the LPF; and
4. is not liable for the debts and obligations of the LPF beyond the amount of the partner’s agreed contribution.

1. a natural person (whether in the person’s capacity as trustee, or in the person’s own or any representative capacity); or
2. a corporation, a partnership of any kind, an unincorporated body or any other entity (whether in its capacity as trustee, or in its own or any representative capacity).

If a limited partner takes part in the management of the LPF, the limited partner and the general partner in the LPF (and, if applicable, the LPF’s authorized representative) are jointly and severally liable for all the debts and obligations of the LPF incurred while the limited partner so takes part in the management.

However, a limited partner in an LPF is not to be regarded as taking part in the management of the LPF only because the partner conducts an activity set out in Schedule 2 to the Limited Partnership Fund Ordinance, such as taking part in a decision about whether a person should become the general partner or a limited partner in the LPF.

An investment manager of an LPF is responsible for carrying out the day-to-day investment management functions of the LPF.

The Limited Partnership Fund Ordinance does not prohibit the delegation of day-to-day investment management functions by an investment manager of an LPF to another party (no matter in or outside Hong Kong) as long as the investment manager is involved in the delegation chain. Where the investment manager or its delegate carries on a business in a regulated activity, such as asset management, as defined in the Securities and Futures Ordinance (“SFO”) in Hong Kong, the investment manager or its delegate is required to be licensed or registered by the Securities and Futures Commission (“SFC”) in respect of such regulated activity. If the investment manager does not carry on any asset management activity (or any other regulated activities as defined in the SFO) in Hong Kong, the investment manager itself would not need to be licensed by the SFC.

1. a Hong Kong resident who is at least 18 years old;
2. a company; or
3. a registered non-Hong Kong company.

The general partner in an LPF must appoint a person as a responsible person to carry out the measures set out in Schedule 2 to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615).

A responsible person of an LPF is responsible for carrying out the measures set out in Schedule 2 to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615).

The responsible person of an LPF must be—

1. an authorized institution;
2. a licensed corporation;
3. an accounting professional; or
4. a legal professional.

If the general partner meets one of the four conditions above, the general partner may also be the responsible person.

Authorized institution (認可機構) has the meaning given by section 2(1) of the Banking Ordinance (Cap. 155).  Licensed corporation (持牌法團) has the meaning given by section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571).  Accounting professional (會計專業人士) and legal professional (法律專業人士) have the meanings given by section 1 of Part 2 of Schedule 1 to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615).

1.  an English name;
2. a Chinese name; or
3. a name consisting of both an English name and a Chinese name

• that is the same as a name appearing in the LPF Index;

• that is the same as a name appearing in the index of limited partnerships kept under section 13 of the Limited Partnerships Ordinance (Cap. 37);

• that is the same as a name of a body corporate incorporated or established under an Ordinance;

• the use of which by the fund would, in the opinion of the Registrar of Companies (“the Registrar”), constitute a criminal offence; or

• that, in the Registrar’s opinion, is offensive or otherwise contrary to the public interest.

The partners in an LPF may change the name of the LPF by resolution.  The general partner in the LPF must file the specified Form LPF3 “Notification of Change of Name of Limited Partnership Fund” with the Registrar of Companies (“the Registrar”) within 15 days after the date of passing the resolution together with the fees of $1,405. 

A certificate of the change of name of an LPF will be issued to the LPF if the Registrar is satisfied that the new name of the LPF is not a name by which a fund must not be registered because of section 9 of the Limited Partnership Fund Ordinance (Cap. 637) and the fund has paid the specified fee payable for the issue of the certificate.

The change of name of an LPF has effect from the date on which the certificate of the change of name is issued.

1. withdrawal, removal or replacement of the general partner of the LPF;
2. a change in the particulars of the general partner in the LPF;
3. a change in the address of the registered office of the LPF; 
4. a change in the investment scope or principal place of business of the LPF;
5. a change of the investment manager of the LPF, or in the particulars of the investment manager;
6. a change of the responsible person of the LPF, or in the particulars of the responsible person;
7. a change of the authorized representative of the LPF, or in the particulars of the authorized representative; or
8. a change in the place in which the records referred to in section 29 of the Limited Partnership Fund Ordinance (Cap.637) are kept.

Yes. The general partner of an LPF must file an annual return in the specified Form LPF5 within 42 days after each anniversary of date of registration of the LPF. The annual return must include a statement to be made by the general partner as to (i) whether or not the LPF has been in operation, or has carried on business as a fund, at any period during the 12 months before the anniversary; and (ii) the general partner’s assessment on whether or not the LPF will be in operation, or will carry on business as a fund, for any period in the 12 months after the anniversary.

Pursuant to Section 23(10) of the Limited Partnership Fund Ordinance (Cap. 637), the resigning authorized representative must file a notification of the resignation (Form LPF9) with the Registrar of Companies (“the Registrar”) notwithstanding that the general partner in the LPF is required to deliver the specified Form LPF4C to report to the Registrar the resignation of the authorized representative.

No. There is no requirement under the Limited Partnership Fund Ordinance (Cap. 637) for reporting the particulars of the limited partner(s) in an LPF to the Registrar of Companies.

1. the audited financial statements;
2. a register of partners
3. records and documents obtained in the course of customer due diligence and files relating to every customer’s account and business correspondence with the customer and any beneficial owner of the customer in accordance with section 20(1)(b) of Schedule 2 to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615);
4. documents and records of each transaction carried out by the LPF; and
5. the controller of each of the partners in the LPF. 

The general partner in the LPF or the investment manager of the LPF must keep the records of the LPF as required under section 29 of the LPFO.

No. The records kept under section 29 of the LPFO must not be made available for public inspection.

1. all the partners in the LPF agree to the deregistration;
2. the LPF has no outstanding liabilities;
3. the general partner in the LPF is not suing or being sued as a partner in the LPF in respect of the affairs of the LPF in any legal proceedings; and
4. the LPF’s assets do not consist of any immovable property situate in Hong Kong.

The Registrar of Companies (“the Registrar”) will publish in the Gazette a notice of the proposed deregistration of an LPF. 

If, at the end of 3 months, the Registrar has not received any objection to the deregistration, the Registrar may deregister the fund by publishing in the Gazette another notice declaring it to be deregistered. 

On the deregistration of the LPF, the Registrar will give notice of the deregistration to the applicant for the deregistration.

Pursuant to section 70 of the Limited Partnership Fund Ordinance (Cap. 637), an LPF may be dissolved in accordance with the limited partnership agreement of the fund or in other circumstances stipulated in the section.

The general partner in, and (if applicable) the authorized representative of, an LPF must each ensure that a notification of dissolution in the specified Form LPF8 “Notification of Dissolution of Limited Partnership Fund” is filed with the Registrar of Companies (“the Registrar”) with the specified fee within 15 days after the fund is dissolved.

If an LPF has neither a general partner nor an authorized representative when it is dissolved, each limited partner in the fund must ensure that a notification of dissolution is filed in the specified form with the specified fee with the Registrar within 15 days after the fund is dissolved.

You can conduct inspection of any document on the LPF Register maintained by the Registrar of Companies-

1. at the Companies Registry (“the Registry”)’s Cyber Search Centre at www.icris.cr.gov.hk;
2. by using the Company Search Mobile Service at www.mobile-cr.gov.hk ; or
3. onsite at the Registry’s Public Search Centre on the 13^th floor of Queensway Government Offices. 

The fee for each inspection of any document on the LPF Register is HK$13 and the fee for certifying a copy of any document or information on the LPF Register is HK$90.  The fees are set out in Schedule 3 to the Limited Partnership Fund Ordinance (Cap. 637).

Starting from 1 November 2021, the Companies Registry adopts the 8-digit BRN of an LPF issued by the Business Registration Office of the Inland Revenue Department as the unique identifier of an LPF.  

For those LPFs registered before 1 November 2021, the BRN of the LPF, instead of the number printed on the Certificate of Registration of the LPF having the format “LFxxxxxxx”, will be displayed on the search results of an LPF.

With effect from 1 November 2021, a new initiative of Unique Business Identifier (“UBI”) is implemented for LPFs. The 8-digit Business Registration Number (“BRN”) is adopted as the UBI of an LPF for use across government departments and businesses.  The format of the identification number of an LPF is therefore changed from “LFxxxxxxx” to a 8-digit BRN.

In many other economies over the world, the concept of UBI has been adopted, enabling governments and businesses to uniquely identify legal entities in various transactions and regulatory interactions with a view to helping the governments to enhance public service delivery and regulate entities more effectively, while at the same time reducing administrative and compliance burdens of entities.  With the concerted effort of the Inland Revenue Department (“IRD”), the 8-digit BRN issued by the Business Registration Office of the IRD will be adopted as the UBI of the entities.  The Companies Registry introduces UBI for LPFs in the first phase while other types of entities under the administration of the Registrar of Companies will be covered in the second phase implementation in late 2023. 

For LPFs registered before 1 November 2021, please state the new identification number as shown in this reference table.