Hong Kong
Limited Partnership Fund ("LPF") | Fixed Fees

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.

The general partner in an LPF must be—

1. a natural person who is at least 18 years old;

2. a private company limited by shares incorporated under the Companies Ordinance in Hong Kong or a former Companies Ordinance;

3. a registered non-Hong Kong company;

4. a limited partnership registered under the Limited Partnerships Ordinance in Hong Kong;

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.

A limited partner in an LPF:

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.

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 (the “SFO”) in Hong Kong, the investment manager or its delegate is required to be licensed or registered by the Securities and Futures Commission (the “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.

The investment manager of an LPF must be—

1. a Hong Kong resident who is at least 18 years old;

2. a company; or

3. a registered non-Hong Kong company.

If the general partner meets one of the above conditions, the general partner may also be the investment manager.

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.

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 in Hong Kong 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.

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.

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

Yes; this is something we handle for clients regularly. Opening an account means selecting a bank, completing the onboarding and account opening forms, and clearing know your customer and anti money laundering checks. The general partner usually leads the process, since the GP manages the fund and signs on its behalf.

We prepare and organise everything the bank will ask for; the LPF's registration details, the limited partnership agreement, identification and verification documents for the GP and authorised signatories, and the fund's investment strategy. Getting this right upfront is the single biggest factor in a smooth opening. We also introduce you to banks in Hong Kong that already understand and support LPF structures, so you're not knocking on doors that don't know the product.

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We do it for you. Under the Limited Partnership Fund Ordinance, the registration application must be submitted to the Registrar of Companies by a Hong Kong law firm or a solicitor admitted to practise Hong Kong law; the general partner cannot file directly.

Approximately two weeks. The Registrar of Companies normally issues the Certificate of Registration within 4 working days of receiving a complete Form LPF1 application.

The rest of the timeline covers commercial negotiation, finalising the limited partnership agreement and execution. We run all of this for you; drafting, coordinating the parties and filing; to keep the two-week target on track rather than leaving you to chase each step.

No; and we make sure of it. The limited partnership agreement is a private contract among the partners and is never submitted to the Companies Registry. Only the Form LPF1 details are filed, so limited partner identities and economic terms stay confidential.

It depends on where the regulated activity is carried on, and we work this out for you. If the investment manager conducts asset management or another regulated activity in Hong Kong as defined under the Securities and Futures Ordinance, an SFC licence or registration may be required. If no regulated activity is undertaken, or all of it happens outside Hong Kong, a licence may not be needed.

Yes; and we'll help you set it up. The general partner can be a Hong Kong private company limited by shares, a registered overseas company, a natural person aged 18 or over, another limited partnership or limited partnership fund, or an overseas limited partnership with or without legal personality. Where the GP has no legal personality, an authorised representative based in Hong Kong must be appointed.

Our fees are quoted on a fixed basis after an initial consultation, and the government registration fee is included; no surprises, no hourly meter.

If you need more, we quote fixed fees for that too; investment memorandum drafting, investment manager agreement preparation, ongoing Companies Registry filings and provision of a Hong Kong registered office address. You build the level of support you actually want.