### Limited Partnership Fund Ordinance 《有限合夥基金條例》

1. Short title
(Amended E.R. 7 of 2020)(1) This Ordinance may be cited as the Limited Partnership Fund Ordinance.
(2) (Omitted as spent—E.R. 7 of 2020)

### Limited Partnership Fund Ordinance 《有限合夥基金條例》

3. Meaning of fund
(1) Subject to subsection (2), an arrangement in respect of any property is a fund if—
(a) either or both of the following apply—
(i) the property is managed as a whole by, or on behalf of, the persons operating the arrangement (operating persons

4. Financial Secretary may prescribe arrangements as not being funds
(1) For the purposes of section 3(2)(h), the Financial Secretary may by notice published in the Gazette prescribe, either generally or in a particular case, that an arrangement, or a class or description of arrangements, is not to be regarded as a fund.
(2) Without limiting subsection (1), a notice under that subsection may prescribe the circumstances under which or the purposes for which an arrangement, or a class or description of arrangements, referred to in the notice is not to be regarded as a fund.

### Limited Partnership Fund Ordinance 《有限合夥基金條例》

5. References to general partner
If a limited partnership fund has an authorized representative, a reference to the general partner in the fund in the following provisions is a reference to the authorized representative—
(a) section 18(3);
(b) section 20(1);
(c) section 21(1);
(d) section 22;
(e) section 24(1), (2)(c) and (3);
(f) section 25(1) (except paragraphs (a) and (b)) and (4);
(g) section 26(1);
(h) section 28;
(i) section 29(2)(a);
(j) section 30(2)(b);
(k) section 31(1) and (4);
(l) section 33(1);
(m) section 40(2) and (4);
(n) section 51(1)(h)(ii);
(o) section 56(1), (2) (except paragraph (b)) and (3);
(p) section 57(2) and (3);
(q) section 58(2);
(r) section 59(1)(b)(ii);
(s) section 65(1), (3)(b) and (4);
(t) section 66(2)(a), (3)(c)(ii) and (4);
(u) section 68(1);
(v) section 71(1)(e) and (2)(a) and (b);
(w) section 72(1) and (2)(a);
(x) section 82(2); (Amended 34 of 2021 s. 27)
(xa) section 82E(2); (Added 34 of 2021 s. 4)
(xb) section 82F(2); (Added 34 of 2021 s. 4. Amended 34 of 2021 s. 27)
(y) section 85;
(z) section 95(2).

6. References to delivering documents
In this Ordinance, a reference to delivering a document includes sending, supplying, forwarding or producing it.

### Limited Partnership Fund Ordinance 《有限合夥基金條例》

7. Eligibility
(1) A fund is eligible to be registered as a limited partnership fund if, on its registration as a limited partnership fund—
(a) the fund is constituted by a limited partnership agreement, and the arrangements in the agreement do not contravene this Ordinance or any other applicable law;
(b) the fund has one general partner and at least one limited partner;
(c) the general partner in the fund is—
(i) a natural person who is at least 18 years old;
(ii) a private company limited by shares incorporated under the Companies Ordinance (Cap. 622) or a former Companies Ordinance;
(iii) a registered non-Hong Kong company;
(iv) a limited partnership registered under the Limited Partnerships Ordinance (Cap. 37);
(v) a limited partnership fund;
(vi) a non-Hong Kong limited partnership with a legal personality; or
(vii) a non-Hong Kong limited partnership without a legal personality;
(d) every limited partner in the fund is—
(i) a natural person (whether in the person’s capacity as trustee, or in the person’s own or any representative capacity); or
(ii) a corporation, a partnership of any kind, an unincorporated body or any other entity (whether in its capacity as trustee, or in its own or any representative capacity);
(e) the fund’s name complies with the requirements in section 8;
(f) registration of the fund by its name will not contravene the restrictions in section 9;
(g) the fund has an office in Hong Kong to which communications and notices may be sent;
(h) the fund is not set up for an unlawful purpose; and
(i) not all the partners in the fund are corporations in the same group of companies.
(2) Despite paragraph (i) of subsection (1), a fund that does not meet the eligibility requirement in that paragraph is eligible to be registered as a limited partnership fund if—
(a) it meets all the other eligibility requirements in that subsection; and
(b) the application of the fund for registration as a limited partnership fund contains a statement that—
(i) all the proposed partners in the fund are corporations in the same group of companies; and
(ii) the applicant understands that if the fund is registered as a limited partnership fund, the Registrar may strike the name of the fund off the LPF Register if all the partners in the fund are corporations in the same group of companies after the second anniversary of the date on which its certificate of registration is issued. (Amended 34 of 2021 s. 5)