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
According to the Hong Kong Inland Revenue Ordinance，OFC and LPF if they meet certain conditions，can benefit fromUnified Fund Exemption (UFE)，exempt from profits tax in Hong Kong。To maintain the exemption，Funds must ensure that their core income generating activities (CIGA) are conducted in Hong Kong，and meet relevant economic substance requirements。also，Both OFC and LPF are required to appoint Hong Kong certified public accountants to conduct statutory audits every year，Issue an unqualified audit report，and submit profits tax returns to the Hong Kong Inland Revenue Department (IRD) on time。at the same time，fund asfinancial institution（FI），Must strictly comply with the Foreign Account Tax Compliance Act (FATCA) and the Common Reporting Standards (CRS) due diligence and annual reporting obligations，Hong Kong Xintong tax team can provide you with the whole processtax compliance planning。
OFC & LPF’s ongoing compliance with AML and anti-money laundering responsibilities
According to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615)，The LPF must appoint a responsible person who meets the requirements of Schedule 2 (such as a Hong Kong licensed corporation、Practicing accountant or lawyer) performs AML/CTF functions。Hong Kong Information Technology can assist in the assessment and serve as the compliance officer。
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)。
Within the statutory period after the anniversary of fund establishment (within 42 days for both OFC and LPF)，Submit annual returns to the Hong Kong Companies Registry (CR) and pay government fees。
Submit profits tax form and UFE exemption application as required by the tax bureau；Complete the FATCA and CRS compliance declaration for the previous year before May 31 of each year，Hong Kong Xintong will assist you throughout the process。
OFC & Frequently Asked Questions about LPF Ongoing Compliance(FAQ)
Yes。Whether it is OFC or LPF，Hong Kong law requires them to appoint independent Hong Kong certified public accountants to conduct statutory audits every year，and issue audited financial statements。This is a basic requirement to maintain the fund’s compliance status and apply for tax exemptions。
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.。
To continue to enjoy UFE profits tax exemption，Funds must meet certain conditions：The transaction must be a "qualifying transaction" (such as a securities、private equity investment)，and core income generating activities (CIGA) must be conducted in Hong Kong or arranged by Hong Kong service providers。Hong Kong Xintong tax experts will assist in assessing whether the fund's investment portfolio complies with UFE standards every year。
According to the Anti-Money Laundering Ordinance，The LPF must appoint a qualified person to serve as the person in charge of the AML。The person must be a licensed corporation in Hong Kong (such as a No. 9 license company)、Hong Kong Certified Public Accountant、Hong Kong practicing solicitor or trust and company service provider (TCSP) licensee。Hong Kong Information Communications as a licensed institution，Can provide you with this statutory service。
Changes in directors of an OFC must be reported to the Companies Registrar (CR) within 15 days of the change，and requires prior approval from SFC。Change of GP or investment manager of LPF，Specified forms must be submitted to CR within 15 days of the change。Late filing will incur penalties。
Hong Kong currently does not have an independent Economic Substance Law like the Cayman Islands，But in order to enjoy UFE tax exemption，Funds must meet the Hong Kong Inland Revenue Department’s substantive requirements for “Core Income Generating Activities (CIGA)”，Including employing a sufficient number of qualified employees and incurring sufficient operating expenses in Hong Kong。
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。
Late submission of annual returns will result in graduated fines from the Companies Registrar (CR)，Up to several thousand Hong Kong dollars。Serious violators，Funds and their directors/GPs may face prosecution。also，Failure to conduct annual reviews on time will result in damage to the fund’s good standing (Good Standing).，Affecting the normal use of bank accounts。
need。Even if all investors in the fund are local tax residents of Hong Kong，Fund as a financial institution (FI) in Hong Kong，There is still a statutory obligation to make an annual Nil Return on the tax office’s AEOI portal。Failure to fulfill reporting obligations will result in severe criminal and financial penalties.。
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。
Yes。According to the SFC’s Open-ended Fund Companies Code，OFC must have at least two directors，At least one of them must be an independent director who is independent from the investment manager and custodian。If an independent director resigns，OFC must appoint new independent directors as soon as possible to fill vacancies，Maintain compliance structure。
