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

Initiating the Re-Domiciliation Process

To begin 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) along with the required fees.

The LPF Application must include a statement confirming:

• Consent and approvals for registration and deregistration in the non-Hong Kong LPF’s jurisdiction.
• No prohibition against deregistration in the non-Hong Kong LPF’s jurisdiction.
• Acknowledgment that failure to deregister may result in removal from the LPF Register in Hong Kong within 60 days.

Eligibility Requirements for Hong Kong Registration

To qualify for registration as a Hong Kong LPF, the overseas fund must meet the following criteria:

• Be established through a limited partnership agreement.
• Have at least one general partner and one limited partner.
• The general partner must be an eligible entity.
• Accept natural persons or corporate entities as limited partners.
• Comply with Hong Kong’s naming conventions.
• Maintain a registered office in Hong Kong for communications.
• Be structured with diverse partners.

Registration and Deregistration Process

The general partner must apply for registration of the non-Hong Kong LPF with the Companies Registry. Upon approval, the fund receives a Certificate of Registration.

The original fund must then be deregistered in its previous jurisdiction within 60 days from the date of registration in Hong Kong.

Effects of Re-domiciliation

Re-domiciliation to Hong Kong does not:

• Create a new legal entity.
• Disrupt the continuity of the non-Hong Kong LPF.
• Affect existing contracts, resolutions, or prior actions taken by the fund.
• Alter functions, properties, rights, privileges, obligations, or liabilities of the non-Hong Kong LPF.
• Impact ongoing legal proceedings involving the fund.

Additionally, all assets of the original non-Hong Kong LPF remain with the fund upon registration in Hong Kong. This transition does not constitute an asset transfer or a change in beneficial ownership.

Conclusion

Re-domiciliation of overseas LPFs to Hong Kong offers a seamless transition with regulatory continuity and operational stability. By ensuring compliance with the LPFO and the Companies Registry, international funds can leverage Hong Kong’s financial and legal advantages while maintaining their existing structure and commitments.