Overview and core advantages of Hong Kong Limited Partnership Fund (LPF)
Hong Kong’s Limited Partnership Fund Ordinance (Chapter 637) will be officially implemented on August 31, 2020，Aims to attract private investment funds (including private equity and venture capital funds) to register and operate in Hong Kong。As a highly competitive fund structure，The Hong Kong Limited Partnership Fund (LPF) is not only structurally equivalent to the Cayman Islands Exempted Limited Partnership (ELP)，More on tax、Demonstrated significant advantages in compliance costs and geopolitical risk prevention。Hong Kong Xintong's legal team is committed to providing you with one-stop LPF establishment andArchitecture constructionServe。
LPF is investing、Great contractual freedom in terms of profit distribution and divestment。Partners are free to agree on the method of payment of capital in accordance with the Limited Partnership Agreement (LPA)、Income distribution waterfall mechanism (Waterfall) and the duration of the fund，No need to be bound by the capital maintenance principles of traditional corporate structures。
Qualifying LPFs can apply for the Unified Fund Exemption System (UFE) under the Hong Kong Inland Revenue Ordinance，Its profits derived from qualifying transactions are exempt from Hong Kong profits tax。also，LPF as a Hong Kong local entity，Easier to obtain Hong Kong tax resident status (TRC)，Thereby enjoying the benefits of the Comprehensive Avoidance of Double Taxation Agreements (CDTA) signed between Hong Kong and many countries/regions。
The LPF is on the public register of the Hong Kong Companies Registry (CR)，Only the fund name needs to be disclosed、Name and address of general partner (GP) and investment manager。Limited Partner (LP) Status、The amount of capital contribution and the specific financial data of the fund do not need to be disclosed，Protect investor privacy to the greatest extent。
Hong Kong provides a seamless fund redomiciliation mechanism。Already in the Cayman Islands、Limited partnership funds established in offshore jurisdictions such as the BVI，You can directly transfer to Hong Kong to become an LPF through simple procedures.，And the re-registration process will not interrupt the legal personality of the original fund.，Nor does it trigger new stamp duty or profits tax。
Legal conditions for establishment of Hong Kong Limited Partnership Fund (LPF)
At least one GP must be appointed，Unlimited liability for fund debts。GP can be a natural person over 18 years old、Hong Kong Private Limited Company、non-Hong Kong company、Hong Kong Limited Partnership Fund (LPF) or Limited Liability Partnership (LLP)。GPs are not required to hold a Hong Kong Securities and Futures Commission (SFC) license，However, it is necessary to fulfill the final management responsibility of the fund。
There must be at least one LP。LP can be a natural person、company or partnership。The LP's liability for fund debts is limited to the amount of its committed capital contribution，And the LP shall not participate in the daily management of the fund and act on behalf of the fund externally (except for the safe harbor clause)。
The GP must appoint an investment manager to perform the day-to-day investment management functions of the fund。The investment manager can be the GP himself、A natural person over 18 years old or a Hong Kong registered company。If the investment manager engages in "regulated activities" as defined in the Securities and Futures Ordinance in Hong Kong (such as Type 9 asset management)，You must apply for the corresponding license from SFC。
GPs must appoint an anti-money laundering officer for the LPF，Responsible for enforcing the due diligence and record-keeping requirements under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615)。The responsible person must be a Hong Kong licensed trust or company service provider (TCSP)，Such as Hong Kong Information Communication)、Hong Kong Certified Public Accountant or Hong Kong Legal Practitioner。
LPF must appoint an independent auditor，Annual audit of the fund’s financial statements。The auditor must be a practicing accountant or accounting firm registered under the Professional Accountants Ordinance of Hong Kong。
The LPF must have a registered office address in Hong Kong，For receiving statutory communications and keeping statutory registers (e.g. register of partners、Anti-money laundering records, etc.)。Hong Kong Xintong can provide you with compliant Hong Kong registered address services。
Registration process of Hong Kong Limited Partnership Fund (LPF)
Hong Kong Xintong compliance experts confirm the fund structure (identity of GP/LP/IM) with the client，Conduct fund name search，Ensure that the proposed name does not conflict with existing entities，and the name must contain the words "Limited Partnership Fund" or "LPF"。
Have a professional legal team draft or review the Limited Partnership Agreement (LPA)，Clarify the fund’s investment strategy、capital subscription、Profit distribution (Waterfall)、Management fees and rights and obligations of GP/LP。
Collect KYC documents from all partners and executives，The Hong Kong registered lawyer cooperated by Hong Kong Information Network formally submitted the LPF registration application form (Form LPF1) and related fees to the Hong Kong Companies Registry (CR)。
After approval by the Company Registry (usually takes 4 working days)，A "Limited Partnership Fund Registration Certificate" and a "Business Registration Certificate" (BR) will be issued。At this time, LPF was officially established。
Assist LPF to open fund account in Hong Kong or offshore bank。at the same time，Officially appointed auditor and anti-money laundering officer (AML Officer)，and keep a statutory register at the registered office，Complete all initial compliance actions。
Taxation and annual review of Hong Kong Limited Partnership Fund (LPF)
1. Annual Return
The GP must register within 42 days of each anniversary date of incorporation of the LPF，TowardsHong Kong Companies RegistrySubmission of Annual Return (Form LPF4)，Confirm the registered address of the fund、GP、investment managers andAnti-money launderingLatest information from the person in charge，and pay the annual registration fee。
2. Business Registration Certificate (BR) Renewal
LPF needs to apply to the Hong Kong Inland Revenue Department for renewal of business registration certificate every year，and pay the corresponding business registration fees。Hong Kong Xintong will notify you in advance and handle it on your behalf.，Ensure the legal existence of the fund。
3. Unified Fund Exemption (UFE) and tax filing
Although LPF itself does not have independent legal personality，But for tax purposes，The Inland Revenue Department may require it to submit a profits tax return。If the investment activities of the LPF comply with the requirements of Schedule 16C of the Inland Revenue Ordinance (such as bySFC licensed institutionmanage，or meet certain exemption conditions)，which are derived from qualifying assets such as securities、100% profits tax exemption on trading profits from private company shares)。also，The transfer of LPF partnership interests does not fall within the definition of Hong Kong stocks，Therefore, the transfer of LP shares is exempt from Hong Kong stamp duty.。
LPF application materials and ongoing maintenance
Before registration of Hong Kong Limited Partnership Fund，The general partner should be、limited partner、investment manager、Responsibility arrangements、Fund name and actual operation information are unified into application documents and internal records。
- Prepare partnership agreement、General Partner and Investment Manager Profile，and confirm the rights and responsibilities of all parties。
- Create investor access、AML/CFT、Valuation、conflict of interest、Asset and Record Keeping System。
- Continuous processing of changes after registration、annual return、Taxation and applicable fund management or securities regulatory boundaries。
Official verification：Hong Kong Companies Registry LPF Information。Application conditions、cost、Time limits and continuing obligations are subject to the latest rules and case facts at the time of filing by the competent authority.。
Frequently Asked Questions about Hong Kong Limited Partnership Fund (LPF)(FAQ)
It is registered in accordance with the Limited Partnership Fund Ordinance、Private funds operating as limited partnerships，Not a company with independent legal personality。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
Administered by the Hong Kong Companies Registry，Licensing for fund management and financial activities must be assessed separately，The registration certificate should not be regarded as an SFC license。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
Must be established by a written limited partnership agreement，Includes one general partner GP and at least one limited partner LP，and meet other eligibility criteria。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
Registration qualifications stipulate that all partners cannot be in the same corporate group.，Need to check the actual structure。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
Can't。Must be in Hong Kong，Officials also do not accept care of addresses or post office boxes as registered addresses.。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
Must be submitted by a Hong Kong law firm or lawyer on behalf of the proposed GP，Can be submitted electronically or in paper form according to the instructions。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
Usually includes LPF1、IRBR4 and prescribed fees，The limited partnership agreement does not need to be submitted to the Companies Registry with the application，However, it must be established and maintained in accordance with the law。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
Official registration fee 2,555 Hong Kong dollars and non-refundable submission fee 479 Hong Kong dollar；Separately pay applicable business registration fees and levies，Not equal to the total establishment cost of the fund。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
The official statement states that registration fees and applicable business registration fees and levies are refundable as per regulations.，479 Hong Kong dollar submission fee is non-refundable。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
The official usual benchmark is four working days after receipt of application，The benchmark cannot be regarded as a full set time or guarantee until the information or arrangements are ready。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
GP has unlimited liability for fund debts and obligations，and has ultimate responsibility for management and control，Architecture and risks should be assessed beforehand。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
Usually limited to the agreed capital contribution，However, participants in fund management may bear joint and several liability for debts incurred during the period of participation.；Statutory safe harbor activities must be judged according to regulations。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
Officially listed as an adult natural person、Qualified private company、Registration of non-Hong Kong companies and prescribed limited partnerships, etc.，Can’t just accept Hong Kong companies。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
When the GP itself is another LPF or a non-Hong Kong limited partnership without legal personality，An authorized representative must be appointed；His responsibility is not just a clerical contact person。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
uncertain。Eligible adult residents of Hong Kong、company or registered non-Hong Kong company as；GP can also serve concurrently if qualified。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
When operating regulated businesses such as securities asset management in Hong Kong，Investment managers or entrustees must obtain appropriate licenses or registrations；LPF registration cannot be considered exempt from all management activities。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
A statutory category is an authorized body、SFC licensed corporation、Accounting professional or legal professional。Simply holding a TCSP license does not automatically qualify you。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
After each registration anniversary, the GP must 42 Submit LPF5 and correct fee within days，Contains before and after 12 Statement on monthly fund operations；Not LPF4 from the old FAQ。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
Companies Registry Guidelines explain that the appointment, removal and information of LP do not need to be reported to the Registrar，However, the fund’s internal statutory records、Responsibilities for due diligence and providing information to the competent authorities still need to be fulfilled。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
You can apply if you meet the conditions，Registration does not create a new legal person or certainly eliminate the original debt.；Cancellation in the place of origin usually requires registration in Hong Kong 60 Complete within days，Application for extension is required。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
No guarantee。Fund tax benefits、Trading conditions、Management licenses and various costs must be assessed separately，The name of the structure alone cannot promise that it will be tax-free or that it will be cheaper than other regions.。 SeeCompanies Registry：Limited Partnership Fund Official FAQ。
