Limited Partnership fund and fund administration

The Limited Partnership Fund Ordinance (Chapter 637 of the Laws of Hong Kong), which establishes a new limited partnership fund (“LPF”) regime to enable private funds to be registered in the form of limited partnerships in Hong Kong, commenced operations on 31 August 2020.

Basic Requirements of Structure of Limited Partnership Fund

GENERAL PARTNER

The general partner (“GP”) can be a natural person, corporate or limited partnership. An individual partner must be over 18 but does not need to be a Hong Kong resident. Below is a list of who and what qualifies as a GP:

(a) a private company limited by shares incorporated in Hong Kong;

(b) a non-Hong Kong company registered with the Companies Registry;

(c) a limited partnership registered under the Limited Partnerships Ordinance (Cap.37);

(d) another limited partnership fund;

(e) a non-Hong Kong limited partnership with a legal personality; or

(f) a non-Hong Kong limited partnership without a legal personality.

 REGISTERED OFFICE

The law requires that a limited partnership fund have a registered office in Hong Kong.

AUTHORIZED REPRESENTATIVE OF GENERAL PARTNER

If the proposed GP is (d) or (f) above, an authorized representative (“AR”) will need to be appointed. The AR can be a natural person over 18 and must have a correspondence address in Hong Kong or an HK incorporated company.   

INVESTMENT MANAGER

The GP can also be the Investment Manager (“IM”) if the GP will handle the investment management work of the Limited Partnership Fund. IM can be a natural person with an HKID Card, HK incorporated company or offshore company registered under Part 16 of the Companies Ordinance.

 RESPONSIBLE PERSON

The GP must appoint a Responsible Person who can be an authorized institution like a bank, a licensed corporation such as SFC Licensee, an accounting professional or a legal professional to carry out anti-money laundering/counter-terrorist financing functions for the Limited Partnership Fund. 

IMMANUAL Consulting can help you to register the Limited Partnership Fund, the Formation and Structuring and fund administration and Cmpliance:

LIMITED PARTNERSHIP FUND SETUP

  • Assistance and advice on fund structure and setup

  • Review of fund documentation, agreements and procedures

  • Coordination of fund establishment with lawyers, auditors and bankers

  • Registration of the GP

  • Acting as Authorized Representative

  • Acting as Responsible Person 

FUND ADMINISTRATION SERVICES AND REPORTING

  • Process subscription application forms

  • Issue confirmations for subscriptions, redemptions, conversion, and transfer requests

  • Prepare and forward statements and transaction confirmations to the fund holder

  • Provision of bank authorized signatory, if applicable

  • Processing dividend distributions

  • Process transfer or exchange requests and withdrawal requests  

FUND ACCOUNTING AND FINACIAL REPORTING

  • Maintaining the books and records

  • Maintaining database detail of all portfolio investment transactions

  • Budget preparation and analysis of key ratios and indicators of financial performance

  • Preparation of monthly, quarterly, and annual unaudited fund accounts

  • Coordination of auditor

  • Distribution and carried interest calculations, if applicable

  • Carrying out necessary KYC process and providing relevant report for the anti-money laundering / counter-terrorist financing functions as stipulated under Schedule 2 to the Hong Kong Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap.615). 

FUND COMPLIANCE

  • Provision of company secretary

  • Provision of registered office

  • Statutory compliance e.g., filing of annual returns

  • Maintenance of statutory books and registers

  • Support for board meetings and assist in preparing board minutes

  • Reporting changes of the Fund’s structure to the Hong Kong Companies Registry