An LPF is a fund that is structured in the form of a limited partnership which will be used for the purpose of managing investments for the benefit of its investors. A fund qualifying for registration under the LPF regime must be constituted by one general partner who has unlimited liability in respect of the debts and liabilities of the fund, and at least one limited partner with limited liability.

An LPF is not a legal person. It must meet the eligibility requirements under section 7 of the Limited Partnership Fund Ordinance (Cap. 637) (“LPFO”) to qualify for registration as an LPF.

An LPF must have at least one limited partner, a general partner, an investment manager, a responsible person and an independent auditor. If the general partner is another LPF or a non- Hong Kong limited partnership without a legal personality, the general partner must appoint a person as the authorized representative of the fund.

The following documentation would be required in order to implement an LPF in Hong Kong:

1. Amended and Restated Limited Partnership Agreement (“LPA”)
   
   The LPA will provide for the operation, inclusive of distributions, capital commitments, drawdowns, carried interest, as well as the regulation of the affairs of the Fund. The General Partner and an initial limited partner will enter into the initial limited partnership agreement, which will then be amended and restated to provide for the withdrawal of the initial partner, if applicable, from the Fund and reflect the commercial and operational terms as envisaged for the Fund.
   
   
2. Subscription Agreement (“SA”)
   
   The SA will be provided in order to allow investors to subscribe for a limited partnership interest in the Fund. The SA will include details for capital commitments, bank accounts and KYC/AML requirements with regards to the investors. Please note that the SA can also include Risk Factors which function as disclaimers with regards to the investment into the Fund.
   
   
3. Third Party Service Providers
   
   An LPF may require third party service providers in order to run its business, which may include, but not limited to: -
   

   Investment Manager who holds the relevant SFC licenses; Responsible Person for conducting AML procedures (this is mandatory). The General Partner may act as Responsible Person, if he meets the requirements; Fund Administrator; and/or Custodian.

   
   
4. Timeline of LPF setup
   
   In light of the above the scope of work and timeline of establishment of LPF would include the following:
   

   	Description	Time (Business Days)
   1	Incorporation of a private company as General Manager	5
   2	Drafting and preparing the Amended and Restated Limited Partnership Agreement (“LPA”),Subscription Agreement (“SA”) and other required forms	10
   3	File application with CR	5
   4	Total	20

   
   
5. What will be obtained after registration
   
   If approved, a Certificate of Registration and a Business Registration Certificate will be obtained. Certificates in paper form or electronic form have the same legal effect.
   
   
6. Filing obligations of a LPF after Registration
   
   After the registration of LPF, statutory notifications/returns shall be filed with the Registrar of Companies according to the Limited Partnership Fund Ordinance(“LPFO”), including:
   

   Notification of change of name, address of LPF Notification of change of general partner, authorized representative, investment manager, responsible officer Annual return