The Limited Partnership Fund Ordinance (Cap. 637)
The Hong Kong Limited Partnership Fund’s key features, governance, and legal aspects:
An LPF is a plan for registration; it is not a legal entity in and of itself. Hedge funds, real estate, infrastructure, private equity, and venture capital are just a few uses for it. It has a minimum of two partners: a minimum of one limited partner (LP) and one general partner (GP). The partners are free to enter into contracts. As of right now, internal fund re-domiciliation is not supported under the LPF regime.
Important requirements for Hong Kong Limited Partnership Fund compliance
• It must have a registered office in Hong Kong and be created by a limited partnership agreement.
• It is required to make an annual return and be registered with the Registrar of Companies.
• The nomination of a local auditor is necessary.
• Appropriate record keeping and asset custody mechanisms must be followed.
The Hong Kong Limited Partnership Fund Regime’s benefits
• Can benefit from the “unified tax exemption,” if certain conditions are satisfied.
• Safe Harbor initiatives for small partners
• Permits the use of a “fund for one” and offers a fair and impartial disclosure framework
• There is no capital tax on partners’ contributions of capital. There is no stamp duty when transferring, withdrawing, or contributing LPF holdings.
• Operationally adaptable and enabling partner contract freedom
• Aligns the fund’s home with its commercial content
