Limited Partnership Fund (LPF)
Limited Partnership Fund Regime of Hong Kong
The Limited Partnership Fund Ordinance (Cap 637) (“LPFO”) came into effect in Hong Kong on 31 August 2020 which has introduced the Limited Partnership Fund (“LPF”) regime to attract private investment funds. LPFO, as a modern and effective legal regime, can facilitate the establishment of funds onshore in Hong Kong in the form of limited partnerships.
Constitution of a LPF
A LPF must have at least two partners, one the general partner and the other the limited partner. This is to be documented by a written agreement. A LPF is required to be registered with the Company Registry (“CR”), should maintain a registered office in Hong Kong, has no separate legal personality, has no minimum capital requirement and has freedom to contract. Since the LPF has no legal personality, for all legal and business purposes it will be represented by its general partner.
General Partner (“GP”)
The GP is ultimately responsible for the management and control of the LPF. The GP can be a natural person, private company, limited partnership or a LPF. and who will assume unlimited liability for the debts and obligations of the fund. The GP can also act in the capacity of the investment manager. Alternatively, the GP must appoint a separate person or company to act as the investment manager.
The GP has to ensure that there is proper custody arrangement for the assets of the LPF. The GP shall also file an annual return to the CR.
Limited Partner (“LP”)
A LPF must have at least one LP. LPs have no day-to-day management rights or control over the assets of the fund, but rather they have the right to participate in the income and profits arising from the fund. The liability of LPs for the debts and obligations of the fund is limited to the extent of their agreed contributions. The information on the LPs is maintained on a private and confidential basis at the registered Hong Kong office of the fund.
Responsible Person (“RP”)
A LPF must appoint either an authorized institution, licensed corporation, legal or accounting professional to conduct required anti-money laundering measures according to Schedule 2 of the Anti-Money Laundering Ordinance of Hong Kong.
A LPF must appoint an independent auditor for the purpose of auditing the financial statements of the fund annually.The auditor must be independent of the GP and the investment manager of the LPF.
LPFs may be exempt from profits tax provided they meet the definition of a “fund” under section 20AM of the Inland Revenue Ordinance and satisfy certain conditions under the Unified Funds Exemption regime. Further, the eligible carried interest distributed by private equity funds is subject to a profits tax rate of 0%, while excluding 100% of eligible carried interest from employment income for the calculation of salaries tax.
Also, LPFs are not charged any capital duty and/or stamp duty on proceeds arising from the distribution of profits, as well as on the contribution, transfer or withdrawal of a partnership interest to and from a fund.
Ascent Group in the forefront of supporting private investment industry to take benefit of this new onshore fund regime of Hong Kong. We take the responsibility to get your LPF up and running including registering the LPF with the Company Registry, provide registered office for the LPF, maintenance of the LPF by complying with CR reporting, maintain statutory registers, business registration, deregistration of the LPF, fund administration and transfer agency service, bookkeeping, liaison with the auditors for the audit of the LPF etc.