OFC & LPF’s statutory framework and core requirements for ongoing compliance
OFC and LPF must maintain a valid registered office in Hong Kong，And maintain the Significant Controllers Register (SCR) in accordance with the law、Partner roster and anti-money laundering (AML) records。Hong Kong Xintong provides registered address and statutory record maintenance services that comply with the requirements of the Hong Kong Companies Registry (CR)，Ensure to respond to regulatory spot checks at any time。
OFC must maintain at least two natural person directors (including one independent director) on an ongoing basis；LPF needs to maintain a general partner (GP)。any director、Changes to GP or core staff，Specified forms must be submitted to the Companies Registry and the Securities and Futures Commission of Hong Kong (SFC) within the statutory time (usually within 15 days or 30 days).。
OFC must continue to appoint institutions holding a Type 9 (Providing Asset Management) license from the Hong Kong Securities and Futures Commission as investment managers；The LPF must appoint a Hong Kong resident、Hong Kong company or registered non-Hong Kong company as investment manager。If the investment manager changes or the license is revoked，Funds must take immediate remedial measures。
OFC must appoint a custodian who meets SFC qualifications to properly safeguard fund assets，and independent of the investment manager；Although there is no mandatory requirement for a licensed custodian for LPF，However, the GP must ensure that there are proper custody arrangements for the fund assets.，To comply with fiduciary and fiduciary obligations，Prevent the risk of asset mixing。
OFC & LPF Continuously Compliant Tax and Audit Reporting
Fund level profits tax exemption for OFCs and LPFs，Subject to applicable fund definition、Transaction categories and related exemption conditions are assessed on a case-by-case basis，No automatic tax exemption due to registration qualification，Nor should other tax-advantaged personnel or expense thresholds be applied across the board to all funds。Fund audit、Profits tax filing and data retention should be arranged according to their respective structures and tax requirements，Audit opinions are issued by independent auditors based on evidence。SeeHong Kong Inland Revenue Department DIPN 61：Fund profits tax exemption and applicable conditions。
FATCA and CRS are different systems，The investment entity of the fund should be judged separately、Reporting financial institutions and exemption qualifications，Re-identification of reportable accounts and applicable due diligence、Registration and reporting obligations。We cannot draw conclusions based solely on the name “OFC/LPF” or the presence of overseas investors.。Hong Kong Inland Revenue Department AEOI Frequently Asked Questions：Report financial institution、Accounts and ExemptionsExplain the scope of application of Hong Kong CRS；IRS FATCA：Foreign Financial Institutions and Account ReportingExplain the American system。Hong Kong Information Communication can assist in sorting out the classification basis、Investor information and reporting work，and providetax compliance planning。
Official information verification：2026September 7。Inland Revenue Department DIPN 61 Interpretation document for 2020，It should be used in conjunction with the applicable laws and subsequent amendments to the relevant tax year.。
OFC and LPF fees and annual materials
Two structures cannot share the same statutory annual fee schedule。OFC registration and continuation matters should be checked in accordance with the OFC rules of the Securities and Futures Commission，LPF is administered by the Companies Registry。The professional services budget can separately list fund administration、audit、tax、Compliance and outside legal fees，Do not write market quotations as government charges。The LPF general partner must submit the LPF 5th annual return and corresponding fees within 42 days after each registration anniversary date，The declaration content includes whether it has been operating in the past 12 months and the operation evaluation in the next 12 months.。Recommended preparation of registration and partnership documents for project handover、Service Provider Appointment Document、Financial and audit information、Investor due diligence records and previous declaration receipts；The specific list is determined based on the structure and applicable obligations.。
Source basis (verified on September 6, 2026)：Companies Registry：Frequently Asked Questions about Limited Partnership Funds (Annual Return)。The specific obligations shall be subject to the applicable system and the facts of the individual case.。
OFC/LPF Market Service Fees and Statutory Fees
CompliancePlus：OFC/LPF monthly service scopeGovernance provided on a monthly basis、document、declare、Marketing and AML/KYC support；Tianhui Compliance：LPF/OFC Continuous Compliance Support ProgramFund documents will also be revised、Review and restructuring of issuance documents are listed as on-demand items。Neither public plan lists a unified monthly or annual consultant fee.。Fund continuing services should be accounted for daily compliance consultants separately、Fund administration、audit、Tax and custody fees；The starting price of a single service is not equal to the total annual operating expenses of the fund。
- Ongoing advisory services：Should be based on the number of funds and sub-funds、Investor size、Trading activity、Reporting frequency and cross-border sales regions to obtain comparable quotes，Distinguish between manager-level and fund-level delivery。
- third party fees：Fund administration、independent audit、tax、Custody or safekeeping of assets、Investor due diligence and legal document services should check whether each is included in the，A fund registration package cannot be used as a substitute for an ongoing operating budget。
- LPF annual declaration of government fees：Companies Registry：LPF5 form and HK$105 submission feeListed LPF5 submission fee is HK$105/time。This is not a professional consultant annual fee，Does not include auditing、Business registration or other applicable expenses，Cannot be applied to OFC。
Market data verification date：2026September 6。The above are samples of services or prices disclosed by designated institutions.，Not a unified industry standard，It’s not a Hong Kong Xintong quotation either.；The actual cost is subject to the final quotation；The quotation should specify the scope of services、Currency、Billing cycle and whether tax is included。taxes、Additional services、Discount qualifications and renewal conditions should be checked separately。
Basis for continuing obligations and personnel qualifications (verified on September 7, 2026)：Companies Registry LPF FAQ：Responsible person qualifications and annual return；Companies Registry OFC Frequently Asked Questions：Differences in statutory reporting。
OFC & LPF’s ongoing compliance with AML and anti-money laundering responsibilities
The general partner of LPF is required to appoint a responsible person to implement applicable anti-money laundering and counter-terrorism financing measures in accordance with Section 20 of the Limited Partnership Fund Ordinance (Cap. 637)。The eligible category is an authorized institution、licensed corporation、Accounting professional or legal professional，Must comply with the definitions of relevant regulations；A general partner may also serve as a general partner if he or she meets one of the categories。Merely holding a TCSP license does not automatically satisfy the above qualifications。Xintong can assist in selecting qualified service providers and arranging appointments；The entities actually undertaking legal duties must separately verify their qualifications and scope of entrustment.。
When the fund accepts new investors (LPs or shareholders)，Rigorous customer due diligence must be conducted，Penetrating identification of ultimate beneficial owner (UBO)，Verify source of funds，and conduct enhanced due diligence (EDD) on high-risk customers such as Politically Exposed Persons (PEP)。
Funds must properly keep identity documents of all investors、Due diligence questionnaire and transaction records for at least 7 years。Relevant records must be kept at a registered office in Hong Kong，and be ready for on-site compliance review by Hong Kong Customs or Companies Registry。
If during the daily operation of the fund or the process of raising funds,，Discover any suspected money laundering、Terrorist financing or tax evasion activities，The fund’s AML head must immediately submit a suspicious transaction report to Hong Kong’s Joint Financial Intelligence Unit (JFIU)，and shall not be disclosed to customers (Tipping-off)。
OFC & LPF’s annual filing process for ongoing compliance
Before the end of the fund's financial year，Organize fund accounts、Portfolio valuation report and bank statements，Annual statutory audit by Hong Kong Certified Public Accountants。
OFC is required to convene an annual general meeting (AGM) in accordance with its charter to review financial reports；LPF discloses annual financial status to limited partners (LPs) in accordance with the limited partnership agreement (LPA)。
The LPF general partner must submit LPF5 and corresponding fees to the Companies Registry within 42 days after the registration anniversary date。OFC does not file annual return with Registrar of Companies；Its annual report must be published and submitted to the SFC within 4 months after the end of the financial year in accordance with the OFC Code。The two types of funds should establish separate reporting calendars。
Arrange profits tax returns separately、Review of fund exemption conditions，and applicable FATCA and CRS due diligence、Registration and declaration。Submission objects for each system、Annual notices and deadlines are checked separately，Do not share the unified deadline of "May 31 of each year"。
OFC & Frequently Asked Questions about LPF Ongoing Compliance(FAQ)
Both types of funds have audit and financial record requirements，But should be checked separately。The LPF general partner must appoint a practice unit that complies with the definition of practice unit under the Accounting and Financial Reporting Council Ordinance、Auditors independent of the general partner and investment manager (when authorized representatives are present)，must also be independent of the representative)，Audit financial statements for each financial year。OFC auditors must be independent from investment managers、Trustees and Directors；The OFC annual report shall be published and submitted to the SFC within 4 months after the end of the financial year。SeeHong Kong Limited Partnership Funds Ordinance Section 21、24and 25andSFC OFC Code Chapter 9：Audit and Annual Report。
uncertain。Different from the OFC’s mandatory requirement for investment managers to hold an SFC Type 9 license，LPF investment managers only need to be Hong Kong residents、Register a company in Hong Kong or register a non-Hong Kong company。However, if the investment manager carries out substantial asset management business in Hong Kong，Licensing requirements under the SFO may still be triggered，Hong Kong Telecom recommends conducting a detailed license assessment before establishment。
OFC is strictly regulated by the SFC，A qualified independent custodian (such as a bank or trust company) must be appointed to safeguard the fund assets。The supervision of LPF is relatively flexible.，There is no mandatory requirement to appoint a licensed custodian，However, the general partner (GP) has a legal responsibility to ensure that the fund assets are properly kept.。
Fund profits tax exemption is not an automatic benefit upon OFC or LPF registration。Applicable fund definitions should be checked、Qualifying and incidental transactions、transaction arrangement、Private company investment restrictions and anti-avoidance provisions，and save the basis for judgment。“Carrying out CIGA in Hong Kong” cannot be used as a complete qualification test。SeeInland Revenue Department DIPN 61：Fund Profits Tax Exemption，And evaluate it in combination with relevant annual legislation and subsequent revisions.。
The general partner of LPF is required to appoint a responsible person to implement applicable anti-money laundering and counter-terrorism financing measures in accordance with Section 20 of the Limited Partnership Fund Ordinance (Cap. 637)。The eligible category is an authorized institution、licensed corporation、Accounting professional or legal professional，Must comply with the definitions of relevant regulations；A general partner may also serve as a general partner if he or she meets one of the categories。Merely holding a TCSP license does not automatically satisfy the above qualifications。Xintong can assist in selecting qualified service providers and arranging appointments；The entities actually undertaking legal duties must separately verify their qualifications and scope of entrustment.。 source：Companies Registry LPF FAQs 45 to 47：Responsible person’s functions and qualifications。
Appointment of OFC Directors、Resignation and information changes must be checked separately with the SFC approval arrangement and the forms and deadlines specified by the Companies Registry.；General Partner of LPF、Changes in investment managers, etc. shall be handled in accordance with their designated forms.。All changes cannot be treated as the same procedure，The legal consequences of delay should be judged according to the applicable provisions。source：Companies Registry OFC Frequently Asked Questions Nos. 35 to 38：Notification of change of directors；Companies Registry LPF FAQ No. 56：Change notification。
The tax residence status of funds should be determined separately、Profits tax exemption at fund level、Manager’s actual business，and other tax benefits that may apply。People from different systems、Activity and operating expense requirements cannot be mixed；Unified CIGA cannot be、The number of employees or expenditure threshold is written as a common exemption condition for all OFC/LPF。SeeInland Revenue Department DIPN 61：Fund tax system、Instructions for investment managers and tax residents。
OFC can be wound up through voluntary liquidation or by applying to the SFC and CR for deregistration.；The LPF needs to be dissolved in accordance with the limited partnership agreement (LPA)，And the GP shall submit a dissolution notice to CR within 15 days after the dissolution.。The entire process requires ensuring that all debts are paid and taxes are settled，Hong Kong Xintong can provide a full range of liquidation and cancellation services。
Fund forms must be distinguished first。The general partner of the LPF must submit the LPF 5th Annual Return within 42 days after the registration anniversary date；OFC is not required to file an annual return with the Registrar of Companies，However, it still has ongoing supervisory obligations that apply to it。The tiered overdue registration fees for ordinary private companies cannot be directly applied to OFC/LPF。Delays or omissions should be reported in the specific form、Legislation and case handling，government charges、Statutory penalties and professional rectification costs must be stated separately。source：Companies Registry LPF FAQ No. 57：annual return；Companies Registry OFC FAQ Item 4：Not Applicable Corporate Reporting Requirements。 Section 24 of the Limited Partnership Fund Ordinance(3)regulations，General partner's failure to file annual return may constitute an offense，Liable to a level 5 fine；Continued violations may result in an additional daily fine of HK$1,000。This is different from the normal submission fee of HK$105。SeeHong Kong Limited Partnership Funds Ordinance Section 21、24and 25(Verified on September 7, 2026)。
cannot be generalized。First check whether the fund belongs to a reporting financial institution and whether it has an account that requires reporting.。Explanation of Item 21 of the current FAQ of the Inland Revenue Department，A reporting financial institution that does not already maintain a reportable account is not required to register an AEOI account solely for this purpose；Institutions that have registered and received reporting notifications must process the reporting in accordance with the annual notification.，The notice should not be ignored simply because there are no reportable accounts for the year。FATCA requires additional verification。SeeInland Revenue Department AEOI Frequently Asked Questions Nos. 18 to 27：Organization classification、Account registration and submission。2026Verified on September 7th；2027Amendments effective from 2019 should be re-examined according to the effective arrangements。
Can。Both OFC and LPF are allowed to use the address of a licensed trust and company service provider (TCSP) as a legally registered office。Hong Kong Xintong provides a registered address located in the core business district of Hong Kong，And receive government and bank letters on your behalf，Ensure compliance。
OFC must have at least two natural person directors，and have at least one independent director。Paragraph 5.2 of the OFC Code states，The independent director must not be a director or employee of the trustee。Directors as a whole must still be suitably qualified、Experience and good reputation，and perform supervisory duties。When it comes to the resignation and replacement of directors，Should be checked and approved promptly、Notice and continuing eligibility arrangements。source：SFC "Code for Open-ended Fund Companies" Chapter 5：Board of Directors(Verified on September 7, 2026)。
