Overview of LPF Company Regime

The Limited Partnership Fund Ordinance (Chapter 637) was enacted on August 31, 2020, establishing a new limited partnership fund regime that enables private funds to register in the form of a limited liability partnership in Hong Kong.

Under the LPF regime, applicants can apply to the Hong Kong Companies Registry to set up an LPF. Applications for the registration of LPFs must be submitted by a registered Hong Kong law firm or a Hong Kong lawyer who is qualified to practice in Hong Kong.

A Limited Partnership Fund (LPF) is structured as a limited liability partnership that requires at least one general partner with unlimited legal liability for the fund’s debts and obligations, and at least one limited partner with limited liability for the fund’s debts and obligations. Funds that qualify for registration under the limited partnership fund regime can enjoy the benefits of simplified legal structure, lower setup fees, and reduced regulatory compliance.

Limited Partnership Fund Advantages

1.  LPFs can be exempt from paying profits tax and capital gains tax if they meet specific conditions outlined by the Unified Funds Exemption regime.

2.  No additional fees or duties are imposed on the distribution of profits, contributions, transfers, or withdrawals of partnership interests within an LPF.

3.  The identity and background information of LPs are not required to be publicly disclosed.

4.  Partners have the freedom to contract and govern all aspects related to the operation of funds through their agreement, simplifying the legal structure of LPFs and reducing setup fees.

5.   LPFs are not required to obtain approval from the SFC as they are not offered publicly, unlike the OFC regime.

6. There are no restrictions on the use of accounting standards at the investment/fund level, allowing managers to employ their preferred standards to ensure uniformity in financial reporting.

We can assist with the following specific matters:-

  1. Provide preliminary advice to management on the regulatory approval process and the specific requirements;
  2. Provide advice to management on the requirements on the key operators of the LPF (General Partner, Limited Partner, Investment Managers, etc.);
  3. Assist in identifying and capturing all the regulatory issues and hurdles that may arise during the registration process;
  4. Drafting of relevant agreements;
  5. Preparation of appropriate cover letters in support of the registration;
  6. Assist senior management in responding to the queries raised by the regulatory authorities during their review of the registration documents; and
  7. Attend on behalf and/or accompany management to any meetings with the regulatory authority to discuss any issues and concerns arising from the approval process.

For further information about Registration of Limited Partnership Fund, please contact us. 

Hong Kong Office

Senior Management

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