Hong Kong Limited
Partnership Registration
Hong Kong offers two distinct limited partnership structures: the conventional Limited Partnership (LP) under Cap. 37 for professional practices and joint ventures, and the Limited Partnership Fund (LPF) under Cap. 637 for private equity and venture capital funds. Echo Olesen Global provides expert guidance on structure selection, registration, and ongoing compliance.
Two Types of Hong Kong Limited Partnership
Choose the right structure based on your business goals and investor requirements.
Conventional Limited Partnership
Under the Limited Partnerships Ordinance (Cap. 37)
The traditional Hong Kong limited partnership structure, comprising at least one general partner (with unlimited liability) and one limited partner (with liability limited to their capital contribution). Suitable for professional practices, joint ventures, and family businesses.
- At least 1 general partner + 1 limited partner
- Limited partners' liability capped at capital contribution
- General partner manages the business
- No separate legal personality
- Registration with the Companies Registry
Limited Partnership Fund (LPF)
Under the Limited Partnership Fund Ordinance (Cap. 637)
Introduced in 2020, the Limited Partnership Fund (LPF) regime provides a dedicated vehicle for private equity, venture capital, and other investment funds. The LPF is registered with the Companies Registry and offers a flexible, tax-efficient structure for fund managers.
- Designed for PE/VC and investment funds
- Registered Investment Manager required
- Flexible profit/loss allocation
- No requirement to file accounts publicly
- Eligible for carried interest tax concession
Advantages of a Hong Kong Limited Partnership
Tax Efficiency
Hong Kong limited partnerships are not subject to profits tax at the entity level. Partners are taxed individually on their share of profits, avoiding double taxation.
Limited Liability for LP Partners
Limited partners' liability is capped at their capital contribution, providing personal asset protection while allowing participation in the business.
Flexible Profit Allocation
Partnership agreements can provide for flexible profit and loss allocation among partners, independent of capital contribution ratios.
No Audit Requirement
Hong Kong limited partnerships are not required to have their accounts audited, reducing administrative burden and compliance costs.
LP vs. LPF: Which Is Right for You?
| Feature | Limited Partnership (LP) | Limited Partnership Fund (LPF) |
|---|---|---|
| Governing Ordinance | Cap. 37 | Cap. 637 |
| Primary Purpose | Business / Joint Venture | Investment Fund |
| Registered Investment Manager | Not required | Required |
| Carried Interest Tax Concession | Not applicable | Available |
| Public Filing of Accounts | Not required | Not required |
| Minimum Partners | 1 GP + 1 LP | 1 GP + 1 LP |
| Suitable For | Professional practices, JVs, family businesses | PE/VC funds, hedge funds, family offices |
Registration Process
Structure Consultation
We assess your business goals and recommend the optimal structure — conventional LP or LPF — based on your investor profile and operational requirements.
Partnership Agreement
We draft a comprehensive Limited Partnership Agreement covering profit allocation, management rights, capital contributions, and exit provisions.
Companies Registry Filing
We prepare and file the LP/LPF registration documents with the Hong Kong Companies Registry, including all required forms and supporting documents.
Post-Registration Setup
We assist with business registration, bank account opening, and ongoing compliance requirements including annual returns and partner notifications.
Limited Partnership FAQs
Common questions about Hong Kong Limited Partnership registration