Guide to Overseas Limited Partnership Fund Redomiciliation in Hong Kong

Guide to Overseas Limited Partnership Fund Redomiciliation in Hong Kong

The Limited Partnership Fund Business Registration Legislation Amendment Ordinance 2021 (LPF Amendment Ordinance) presents an opportunity for overseas funds established as limited partnerships (non-Hong Kong LPFs) to transition to Hong Kong as Hong Kong limited partnership funds (Hong Kong LPFs) under the LPFO.

How to initiare the re-domiciliation process?

To initiate the process, the general partner of the non-Hong Kong LPF must submit an application for registration to the Hong Kong Companies Registrar (LPF Application), accompanied by the requisite fees.

The LPF Application necessitates a statement confirming:

a. Consent and approvals for registration and deregistration in the non-Hong Kong LPF's jurisdiction

b. Absence of prohibition against deregistration in the non-Hong Kong LPF's jurisdiction

c. Acknowledgment that failure to deregister may lead to removal from the LPF Register in Hong Kong within 60 days.

Eligibility requirements for Hong Kong registration encompass:

a) Establishment through a limited partnership agreement

b) Inclusion of at least one general partner and one limited partner

c) Qualification of the general partner as an eligible entity

d) Acceptance of natural persons or corporations as limited partners

e) Compliance with naming conventions

f) Establishment of a Hong Kong office for communications

g) Composition of diverse partners.

Registration and Deregistration

The general partner named in the application must apply for registration of the non-Hong Kong LPF with the Companies Registry. Upon registration, the fund receives a certificate of registration. Subsequently, the original fund must be deregistered in its jurisdiction within 60 days of the registration date in Hong Kong.

Effects of Re-domiciliation

The re-domiciliation and registration in Hong Kong do not:

a. Establish a new legal entity;

b. Affect the continuity of the non-Hong Kong LPF;

c. Alter contracts, resolutions, or any other actions involving the non-Hong Kong LPF;

d. Impact functions, properties, rights, privileges, obligations, or liabilities of the non-Hong Kong LPF;

e. Invalidate ongoing legal proceedings involving the non-Hong Kong LPF.

Furthermore, all assets of the original non-Hong Kong LPF remain property of the fund from the effective registration date in Hong Kong, without constituting a transfer of assets or a change in beneficial ownership.

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