LPF Structure Chart
Below is an overview of the structure for a Hong Kong Limited Partnership Fund:
FAQs - General
How can a fund be eligible to be registered as a Hong Kong Limited Partnership Fund?
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 -
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.
How can I register a fund as a Hong Kong Limited Partnership Fund?
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.
Can the registered office of a Hong Kong Limited Partnership Fund be situated outside of Hong Kong?
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.
Do I have to submit the agreement entered into among the partners for forming a Hong Kong Limited Partnership Fund to the Companies Registry on application?
No. The limited partnership agreement in relation to an LPF is not required to be submitted to the Companies Registry.
What can I obtain upon registration of a Hong Kong Limited Partnership Fund?
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.
How long does it take to issue the Certificate of Registration of a Hong Kong limited Partnership Fund?
The certificate of registration will normally be issued within 4 working days after receipt of the application.
FAQs - Operational
How should a Hong Kong Limited Partnership Fund be constituted?
An LPF must be constituted by one general partner and at least one limited partner under a written agreement.
What are the liabilities of the general partner in a Hong Kong Limited Partnership Fund?
The general partner in an LPF has unlimited liability for all the debts and obligations of the fund.
What are the management responsibilities of the general partner in a Hong Kong Limited Partnership 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.
Who can be the general partner of a Hong Kong Limited Partnership Fund?
The general partner in an LPF must be—
a natural person who is at least 18 years old;
a private company limited by shares incorporated under the Companies Ordinance in Hong Kong or a former Companies Ordinance;
a registered non-Hong Kong company;
a limited partnership registered under the Limited Partnerships Ordinance in Hong Kong;
a limited partnership fund;
a non-Hong Kong limited partnership with a legal personality; or
a non-Hong Kong limited partnership without a legal personality.
Under what circumstances is the general partner of a Hong Kong Limited Partnership Fund required to appoint an authorized representative of the LPF?
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.
What are the rights and liabilities of a limited partner in a Hong Kong Limited Partnership Fund?
A limited partner in an LPF:
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;
does not owe any fiduciary duty to the general partner, or any other limited partner, in the LPF;
does not have day-to-day management rights or control over the assets held by the LPF; and
is not liable for the debts and obligations of the LPF beyond the amount of the partner’s agreed contribution.
What is the responsibility of an investment manager of a Hong Kong Limited Partnership Fund?
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.
Who can be the investment manager of a Hong Kong Limited Partnership Fund?
The investment manager of an LPF must be—
a Hong Kong resident who is at least 18 years old;
a company; or
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.