Trust and Foundation

Q:    What is a Limited Partnership Fund (“LPF”)?

A:    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.   

Q:    Is a Limited Partnership Fund (LPF) a legal person?

A:    No, an LPF does not have a legal personality.

Q:    Is registration of a Limited Partnership Fund “LPF”) under the Limited Partnership Ordinance (Cap 637) (“LPFO) compulsory ?

A:    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.

Q:    Which legislation and rules govern Limited Partnership Funds

A:   (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.

Q:    Which authority administers the limited partnership fund regime?

A:    The Companies Registry administers the limited partnership fund regime.

Q:    How can a Fund be eligible to be registered as a Limited Partnership Fund (LPF)?

A:   The eligibility requirements of a fund to be registered as an LPF is set out in section 7 of the Limited Partnership Fund Ordinance (“LPFO”).

In general, a fund is eligible to be registered as an LPF if, on its registration as 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.

Q:   How can I register a fund as a Limited Partnership Fund (LPF)?

A:  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.

Q:    Can the registered office of a LPF be situation outside Hong Kong?

A:   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.

Q:    Do I have to submit the agreement entered into among the partners for forming a LPR to the Companies Registry an application?

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

Q:    How do I know if my application for registration of a LPF is successful?

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

Q:    What can I Obtain upon registration of a LPF?

A:    The Registrar will issue a "Certificate of Registration of Limited Partnership Fund" upon registration of an LPF. The certificate of registration is conclusive evidence that the fund is an LPF.

Q:     How long does it take to issue the Certificate of Registration of LPF?

A:     The certificate of registration will normally be issued within 4 working days after receipt of the application.

Redomiliciation of Limited Partnership Fund

Q:     What is re-domiciliation mechanism under the Limited Partnership Fund regime?

A:      It is a mechanism whereby a fund set up in the form of a limited partnership under the law of a jurisdiction outside Hong Kong may be registered as a limited partnership fund under the Limited Partnership Fund Ordinance (Cap.637).

Q:    How can I apply for registration for a fund set up in the form of a limited partnership outside Hong Kong (“Non-Hong Kong fund”) as a Limited Partnership Fund (“LPF”) under the Limited Partnership Fund Ordinance (Cap. 637) ?

A:    If a non-Hong Kong fund meets the eligibility requirements in section 7 of the Limited Partnership Fund Ordinance (Cap. 637), a general partner in the fund can make an application for registration of the fund as an LPF in the specified Form LPF10 “Application for Registration of a Non-Hong Kong Fund as a Limited Partnership Fund” to the Registrar of Companies (“the Registrar”) together with the fees of HK$3,034. The general partner must be named in the application as the person proposed to be the general partner in the LPF. Besides, 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 in the fund.

Q:     What is the effect of registration of a non-Hong Kong funds as a LPF?

A:     If a non-Hong Kong fund is registered as an LPF—

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.

Q:     What can I obtain upon registration of a non-Hong Kong fund as a LPF?

A:     The Registrar of Companies will issue a “Certificate of Registration of a Non-Hong Kong Fund as a Limited Partnership Fund”.

Q:     How long does it take to issue the Certificate of Registration of a Non-Hong Kong Fund as a LPF?

A:     The certificate of registration will normally be issued within 4 working days after receipt of the application.

Q:     How can I collect the certificate of registration of a non-Hong Kong fund as a LPF?

A:     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.

Q:      Do I need to apply for a Business Registration Certificate upon registration of a non-Hong Kong fund as a LPF?

A:    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.

Q:       What action has to be taken in the non-Hong Kong fund’s place of establishment after the fund has been registered as a LPF?

A:      The non-Hong Kong fund must be deregistered in its place of establishment within 60 days after the registration date.

Q:    What is the consequence if the non-Hong Kong fund is not deregistered in its place of establishment within 60 days after its registration  as a LPF?

A:      The Registrar may strike the name of the fund off the LPF Register.

Q:     Can the 60 days period for deregistration of the non-Hong Kong fund in its place of establishment after the registration date be extended?

A:     On application by the general partner in the limited partnership fund, the Registrar of Companies may extend the 60-day period subject to any condition that the Registrar considers appropriate.

Whatsapp : (852) 6499 4686

Phone : (852) 2186 6936

Email : info@intershores.hk

Disclaimer:

Whilst reasonable care has been taken in provision of information above, it does not constitute legal or other professional advice. INTERSHORES does not accept any responsibility, legal or otherwise, for any error omission and accepts no responsibility for any financial or other loss or damage that may result from its use.  In particular, readers are advised to take appropriate professional advice before committing themselves to any involvement in jurisdictions, vehicles or practice.