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.
Hong Kong is an international finance centre. With the amendment to the Hong Kong Trustee Ordinance in 2013, Hong Kong Trust regime has been comprehensively modernized, further strengthening the protection of beneficiaries, and enabling the settlor to reserve powers in investment and asset management. Under the Trustee Ordinance, Hong Kong trust has indefinite perpetuity
A private company limited by shares must have at least one shareholder and limit the number of members to 50.A menber excludes a person who is an employee of the company, and a person who was a member while being an employee of the Hong Kong company and who continues to be a member after ceasing to be such an employee.In addition, two or more persons who hold shares in the company jointly are to be regarded as 1 member.
Start from 27 December 2023, the new format Incorporation Form and Annual Return of Hong Kong company submitted to Companies Registry are required to enter a code for the description of company’s business nature in the Form. If the company carries on more than one category of business, please select the major category.
It is a criminal offence under the Probate and Administration Ordinance to administer or deal with any property of the deceased without lawful authority or reasonable excuse. Section 60J of the Probate and Administration Ordinance is relevant. Thus, the family of the decedent or any persons entitled to administer the estate may not take possession of or administer any part of the estate
Responsibility for the overall management of a Hong Kong Company typically rests with its board of directors. Generally, the board authorises the actions of the Company through board resolutions passed at board meetings or, if authorised by the articles, by written resolution signed by all the directors or a stated proportion of them.
The transfer of legal title to shares in a Hong Kong company is effected by an "instrument of transfer". Beneficial title to shares is transferred by way of contract notes (a bought note and a sold note).Contract notes must be submitted for stamping within two days (30 days if the sale takes place outside Hong Kong) for execution.
On December 7, 2022, the Legislative Council (“LegCo’) of the Hong Kong Special Administrative Region (“HKSAR”) passed the Anti-Money Laundering and Counter-Terrorist Financing (Amendment) Bill 2022 (“Amended AMLO”) into law. The same day, the LegCo’s Bills Committee also published a report (“Report”), providing clarification on certain concepts under the Amended AMLO
In respect of a company registered in Hong Kong, the “chops” we use on a daily basis are the signature stamp and the small round chop. The company name or the word of “For and on behalf of” is engraved on the chop, and usually be used when the authorized person signs the commercial documents.
In Hong Kong, our Limited Partnerships Ordinance (Cap. 37) (“LPO”) was enacted about a century ago. It is not tailored to and cannot quite meet the needs of investment funds which are a relatively modern invention that suppress the fund manager desire to set up the fund with limited liability in Hong Kong.