The Service
David Cameron Law Office ("DCLO") takes your Hong Kong Limited Partnership Fund ("LPF") from first conversation to registration and beyond. As a Hong Kong law firm, we file the registration on your behalf, draft the fund documents and coordinate every party your Hong Kong LPF needs to operate.
As a fixed-fee, full-service Hong Kong law firm that has offshore capabilities, we are able to provide a wide range of services. We have experience in setting up both the family-and-friends style LPF and the large, commercial LPF with complex structures. Each service below is available on its own or as part of a full setup, so you can select according to your actual requirements.
DCLO Hong Kong Limited Partnership Fund ("LPF") Services
1 / Form LPF1 Filing
We complete Form LPF1, the application for registration, covering the fund's name, GP, investment manager, responsible person, registered address and place where records are kept. As the Hong Kong law firm lodging the application, we act as the point of contact for any Companies Registry queries and collect the Certificate of Registration on your behalf.
2 / Limited Partnership Agreement Drafting
The Limited Partnership Fund Ordinance requires the fund to be constituted by a Limited Partnership Agreement (LPA), and it needs to be in place “upon” registration of the LPF. Our approach is to execute a very simple initial LPA that is a placeholder, to be replaced by a more fulsome “Amended and Restated” LPA later on. We will draft the LPA around your commercial terms, covering capital commitments, fees, carried interest, distributions, investor admissions and fund terms. The LPA is confidential and will not be submitted to the Companies Registry.
3 / Subscription Agreement Drafting
We draft the Subscription Agreement for limited partners, according to your commercial terms.
4 / General Partner Incorporation and Coordination
We can incorporate a new Hong Kong company for you to act as GP, or coordinate an existing or overseas GP to register in Hong Kong. Additionally, if needed, we can also help coordinate the setting up of offshore companies.
5 / Registered Address in Hong Kong
Every Hong Kong LPF must have a registered address in Hong Kong. We can provide one, so the fund meets this requirement from day one.
6 / Responsible Person Arrangement
We can act as, or arrange, the responsible person who carries out AML functions for the fund.
7 / Investment Management Agreement (IMA) Drafting
We draft the agreement appointing the investment manager, setting out its mandate, authority and fees, and review whether an SFC licence may be required.
8 / Investment Memorandum Drafting
We tailor the Investment Memorandum for prospective investors according to your commercial terms.
9 / Redemption Documents / Redemption Request
We can also prepare redemption documents and requests. Please note that Limited Partnership Agreement (LPA) usually sets out relevant terms and procedures for redemption(s), so a redemption document template is not typically prepared up-front.
10 / Bank Account Opening Assistance
We offer introductions to banks in Hong Kong that are familiar with, and supportive of, LPF structures at zero charge.
11 / Auditor and Fund Administrator Coordination
Every Hong Kong LPF must appoint an auditor, but a fund administrator is not legally required. We coordinate that appointment, and a fund administrator where needed.
12 / Ongoing Companies Registry Filings
We provide assistance with all ongoing Companies Registry filings, including annual filings and notifications of changes, and update the LPA when the fund's terms change.
For some of the above services, we use trusted third party service providers. All services are offered at a fixed fee, as set out on our fixed fee pricing page.
Is LPF a Good Fit?
We tailor each engagement to where you are today, so you only pay for the work your Hong Kong LPF actually needs.
First Time Fund Managers
We explain how the general partner ("GP"), investment manager and limited partners fit together, then prepare everything in the right order. You make the commercial decisions; we handle the legal mechanics. Still deciding on the vehicle?
Still deciding on the vehicle? See our guide to choosing between an SPV and a fund.
Established and Overseas Managers
For managers running offshore vehicles or based outside Hong Kong, we advise on whether to use a Hong Kong or overseas GP, how to appoint the investment manager, and whether SFC licensing may be required.
Additionally, we also offer re-domiciliation of investment funds to Hong Kong and setting up offshore companies and funds. See how the regimes compare in our Hong Kong LPF, Cayman ELP and BVI LP comparison.
Family Office
We structure the fund around the family's governance, keep limited partner details off the public register, and work alongside the family's existing tax and wealth advisers.
What We Need From You To Get Started
At our first call, we will go through:
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Fund name, in English and , if you wish, both English and Chinese
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The proposed GP, or instructions to incorporate a new Hong Kong company as GP
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The investment manager, and whether it will be the GP or a separate entity
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A responsible person for anti-money laundering ("AML") functions, or a request for us to provide one
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A registered address in Hong Kong, or a request for us to provide one
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The investment scope and target markets
If parts of the structure are still open, we will work through them with you before anything is filed. When you are ready, start your Hong Kong LPF instruction here.
Structuring Questions We Resolve Before Filing
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Hong Kong or overseas GP. The GP can be a private Hong Kong company, a registered non-Hong Kong company, a Hong Kong or overseas limited partnership, or a Hong Kong resident individual. An overseas GP may require an authorized representative in Hong Kong
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Who acts as investment manager. The GP can also serve as investment manager. The investment manager must be an SFC-licensed entity, an authorized institution, a lawyer, or an accounting professional.
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Investment scope. We draft the scope broadly enough to give you flexibility while keeping it consistent with your strategy.
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Investor terms. We settle capital calls, distributions and later closings so the LPA reflects how the fund will actually run.
Setting these early is one of the main reasons registration runs smoothly. Our process page shows how this feeds into the Form LPF1 filing.
Support After Your HKLPF Is Registered
We offer the following support after we set up your Hong Kong LPF:
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Drafting the Subscription Agreement for limited partners and assisting with their onboarding
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Amending the LPF1 Form if changes are needed (e.g., change of GP, Authorized Representative, Investment Manager and Responsible Person)
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Amending the LPA as the fund's terms evolve
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Coordinating the appointment of an auditor, which every Hong Kong LPF must have, and a fund administrator where needed
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Introductions to banks in Hong Kong that are familiar with, and supportive of, LPF structures (see our bank account guide).
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Updated on Hong Kong legal developments affecting the fund
For some of the above services, we use trusted third-party service providers. See our fixed fee pricing page for details.