The Process
My name is Alexa Young
Setting up a Hong Kong Limited Partnership Fund ("LPF") follows a defined statutory path.
There is an application to be filed with the Companies Registry, a private agreement that constitutes the fund between its partners, and a set of structuring decisions that must be settled before either can be completed.
The Limited Partnership Fund Ordinance (Cap. 637) requires it to be filed by a Hong Kong law firm or a Hong Kong solicitor acting for the proposed GP.
This page sets out each stage of that process.
Overall Timeline
From confirmation of engagement to a registered fund, the process is approximately two weeks.
Days 1 to 2 Onboarding, client checks and the structuring decisions in Steps 1 and 2.
Days 3 to 7 Form LPF1 is prepared and the LPA is drafted in parallel, with the GP company incorporated if it does not yet exist.
Days 8 to 10 The LPA is executed by all parties and Form LPF1 is filed in person with the registration fee.
Days 10 to 14 The Certificate of Registration is issued and collected.
Your total time commitment across the two weeks is modest: providing documents at the start, one round of LPA review, and signing.
Everything else runs on our side.
Below is a general timeline of specific steps.
Step 2
Structuring Advice Before Anything is Filed
Several decisions have to be made correctly before a single field of the application is completed, and we advise you on each of them.
The Roles That Must Be Settled First
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Who, or what type of entity, can act as GP, including whether a Hong Kong company, a registered non Hong Kong company, a Hong Kong or overseas limited partnership, or a Hong Kong resident is appropriate for your structure;
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When an authorised representative is necessary, which depends on the nature of the GP;
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Whether the responsible person role sits inside your own team or with us, a role that we can fill;
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Whether the fund name complies with the requirements of the Ordinance;
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Where the fund's registered address in Hong Kong will be, noting that we can provide the use of our address.
The output of this stage is a settled structure. Everything that follows is built on it, and getting it right here avoids amendment filings later.
Step 4
Drafting the Limited Partnership Agreement ("LPA")
The Ordinance requires the fund to be constituted by a limited partnership agreement, with the GP and at least one limited partner ("LP") as parties to it. Registration alone does not constitute the fund. The LPA does.
We draft the LPA and enter the relevant information to make it applicable to your LPF. It is the fund's constitutional document, carrying its contribution, distribution, carried interest and governance arrangements, and it is drafted around your commercial terms.
The LPA is a private document and does not need to be submitted to the Companies Registry. The identities of limited partners and the economic terms remain confidential. Your main involvement at this stage is one round of review on the draft.
Step 6
Filing at the Companies Registry
We file Form LPF1 on your behalf, in person, at the Companies Registry in Admiralty, Hong Kong. We can, at the same time, make payment of the government registration fee on your behalf.
If the Registrar raises any queries on the application, they come to us as presenter and we resolve them directly. You are not drawn into correspondence with the Registry. Our process overview sets out how we handle that correspondence.
Step 8
What Happens After Registration
The LPA can be amended at any time after registration. You retain the option to further tailor the agreement as you see fit, which is how most funds accommodate terms negotiated with incoming investors after the first closing.
We also assist with the Subscription Agreement for limited partners and their onboarding, alongside ongoing Companies Registry filings, the appointment of an auditor and the other fixed fee services your structure may require. Details of those services are on our fixed fee services page, and pricing is set out on our costs page.
Step 1
Engagement and Onboarding
The process opens with a short information gathering exercise. To issue a proposal we need:
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The proposed fund name
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GP details, or instructions to incorporate a GP company
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The investment manager's identity
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A summary of the investment strategy
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Identification documents for the key individuals
We then issue a fixed fee proposal in writing, and work begins on your confirmation. In parallel we complete our client checks and confirm that the proposed structure qualifies under the Ordinance. This stage typically takes one to two days.
Step 3
Completing Form LPF1
Form LPF1, the Application for Registration of a Limited Partnership Fund, is the document that brings the fund onto the public register. We complete it on your behalf. It requires:
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Name of the fund, compliant with the Ordinance
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Registered address, which must be in Hong Kong
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Description of the proposed investment scope
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Principal place of business of the LPF and the relevant contact information
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Information on the general partner
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Information on the authorised representative, as applicable
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Information on the responsible person
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Presenter's information, which must be a Hong Kong law firm or Hong Kong solicitor
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Details of the investment manager
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Additional ancillary information
Only the information on Form LPF1 is entered on the public register. Everything else about your fund stays private, which is one of the reasons the Hong Kong LPF compares favourably with structures in Singapore, the Cayman Islands, the BVI, Luxembourg, Jersey and Guernsey. Our page on what a Hong Kong LPF is covers that comparison in more depth.
Step 5
Execution of the LPA
Once the draft is settled, we assist you with execution by all parties, wherever your signatories happen to be. The resulting agreement is an enforceable agreement that satisfies the requirement under the Ordinance.
Because the LPA drafting and the Form LPF1 preparation run on parallel tracks, neither waits on the other. That parallel structure is what keeps the overall timeline to roughly two weeks rather than a month.
Step 7
Issue and Collection of the
Certificate of Registration
Upon a successful application, a Certificate of Registration of Limited Partnership Fund will normally be issued within 4 working days. We collect the Certificate of Registration from the Companies Registry in Admiralty on your behalf.
At that point your Hong Kong LPF is registered and validly constituted, and it can proceed to open a bank account, admit investors and begin deploying capital.