Hong Kong limited partnership fund (LPF): eligibility, registration, duties

The Hong Kong LPF answers one practical question: where can a private equity or venture fund sit if its manager is in Hong Kong? The Companies Registry introduced the regime to attract private investment funds, private equity and venture capital funds included, to set up and register in Hong Kong¹.

Two points shape everything below. The LPF is a registration, not an authorisation, so the Registry checks eligibility and nothing else. And it is a statute-backed wrapper for a limited partnership, so the parties still need a limited partnership agreement. The regulation section collects the rule-based pages, and the fund page shows where the LPF sits beside Singapore and Cayman options.

What a Hong Kong LPF is

The Limited Partnership Fund Ordinance, Cap. 637, set up a regime that lets private funds register as limited partnerships in Hong Kong, and it has been in operation since 31 August 2020¹. An LPF is a fund structured as a limited partnership and used to manage investments for the benefit of its investors¹. The regime is a registration scheme administered by the Companies Registry¹.

An LPF must be constituted by one general partner with unlimited liability for the fund’s debts and at least one limited partner with limited liability¹. An existing fund set up as a limited partnership under the older Limited Partnerships Ordinance, Cap. 37, may also register as an LPF if it meets the eligibility requirements¹. For the roles themselves, see GP vs LP in private equity.

Who qualifies: the eligibility checklist

A fund is eligible to register when, at registration, it meets every requirement in the table².

A narrow exception lets a fund whose partners are all in one corporate group register if its application contains the required statement, which is a question for counsel². Our reading: the group test is aimed at funds that are really one company group in partnership form. Treat the table as the checklist the Registrar works through, not a substitute for the text.

Who can be the general partner and the limited partners

The seats are open to many kinds of party. A general partner may be:

• a natural person aged at least 18²;
• a private company limited by shares incorporated under the Companies Ordinance²;
• a registered non-Hong Kong company², among other kinds of entity².

A limited partner may be a natural person or any of these, acting as trustee or in its own right²:

• a corporation²;
• a partnership of any kind²;
• an unincorporated body or any other entity².

The choice of general partner is a liability decision. The general partner carries unlimited liability for the fund’s debts¹, while a limited partner is not liable beyond its agreed contribution². Our reading: a company as general partner is the usual way to put a legal entity between the manager’s people and that exposure. The statute does not require it.

What the general partner must appoint

Three appointments come with the job:

• An investment manager to carry out the day-to-day investment management of the fund. The general partner may appoint itself².
• An auditor for the fund’s financial statements².
• Proper custody arrangements for the fund’s assets, as the limited partnership agreement specifies².

Who qualifies as manager is limited by the Ordinance².

Where the general partner is itself another limited partnership fund² or a non-Hong Kong limited partnership without a legal personality², it must also appoint an authorized representative, who is responsible for the management and control of the fund². A change of that representative is notified within 15 days².

Anti-money laundering applies too. The Ordinance applies the anti-money laundering schedule of Cap. 615 to a responsible person of an LPF². The records the Ordinance requires must be kept at the fund’s registered office or another Hong Kong place made known to the Registrar².

How registration works, step by step

The path has five stops, drawn above. The general partner proposes the fund, and the application is made to the Registrar by the person proposed to be general partner². A Hong Kong firm or a solicitor must submit it on that person’s behalf². The Registrar may register the fund on application and, on registering it, must issue a certificate of registration². The certificate is conclusive evidence that the fund is a limited partnership fund². The date on the certificate also starts the clock for the first annual return².

A refusal can be appealed to the Court, and the appeal must be made within 42 days after notice of the decision is issued². The fees are set in the Ordinance’s schedule and are not repeated here, because fee schedules change. Check the Registry’s current notices before budgeting.

Duties and deadlines after registration

Registration creates a calendar. The general partner files a return with the Registrar within 42 days after each anniversary of the certificate². A change in registered particulars is notified within 15 days after it occurs². The general partner is the party that must appoint and keep an auditor and custody arrangements², and the fund must keep its records in the places the Ordinance names².

Worked example (our arithmetic). Assume a certificate of registration is issued on 1 March 2027. The first anniversary is 1 March 2028, and the return is due within 42 days after it².

Limited partners: protection and safe harbour

The limited partner’s bargain is short:

• It shares in the fund’s income and profits².
• It has no day-to-day management rights or control over the assets².
• It owes no fiduciary duty to the general partner or other limited partners².
• It is not liable beyond its agreed contribution².

One exception matters. If a limited partner takes part in the management of the fund, it and the general partner are jointly and severally liable for the fund’s debts incurred while it does². A safe harbour lists what does not count as taking part, and the list is not exhaustive². A conflict of interest in a decision is not, on its own, a reason to treat a limited partner who takes part in the decision as managing the fund². Schedule 2 covers, among others²:

The fund page sets this beside the Cayman rule.

What registration does not do

Registration does not licence the manager. Under the SFC Licensing Handbook, a firm delegated discretionary power to make investment decisions on securities for a fund in Hong Kong needs a licence for Type 9 regulated activity³, which covers real estate investment scheme management and securities or futures contracts management³. The SFC generally expects such a firm to hold properly delegated discretionary authority³. The licensed manager then works under the SFC’s Fund Manager Code of Conduct, which applies to licensed persons whose business is managing collective investment schemes⁴. The Code asks for arrangements to identify, prevent, manage and monitor conflicts of interest⁴ and for policies that allow a proper and independent valuation of fund assets⁴.

Registration also does not decide who may invest. Private equity funds are among the private placement products offered to professional investors⁵. An individual qualifies with a portfolio of at least HK$8 million⁵, and a corporation or partnership with a portfolio of at least HK$8 million or total assets of at least HK$40 million⁵. The offering-document prohibition in the Securities and Futures Ordinance does not apply to an offer made to professional investors⁵.

Registration does not settle tax either. A bill to enhance the preferential tax regimes for privately offered funds and carried interest, with a view to attracting more funds and family offices to establish a presence in Hong Kong, has been gazetted⁶. The Government intends to bring it back to the Council for second reading before the end of 2026⁷, and it is not law yet. The Hong Kong market page sets out what the bill proposes.

This page explains a registration regime. It is not legal advice and recommends no fund or structure. The text of the Ordinance cited here is the English version as enacted in 2020², so confirm the current consolidated text before relying on a clause.