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

68. Application for deregistration
(1) The general partner in a limited partnership fund may apply to the Registrar for the deregistration of the fund.
(2) An application must not be made unless, at the time of the application—
(a) all the partners in the fund agree to the deregistration;
(b) the fund has no outstanding liabilities;
(c) the general partner in the fund is not suing or being sued as a partner in the fund in respect of the affairs of the fund in any legal proceedings; and
(d) the fund’s assets do not consist of any immovable property situate in Hong Kong.
(3) An application must be—
(a) in the specified form;
(b) delivered in the specified manner;
(c) accompanied by the specified fee payable for lodging the application; and
(d) accompanied by a written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection to the deregistration.
(4) The applicant must give the Registrar any further information that the Registrar may request in relation to an application.

69. Registrar may deregister limited partnership fund
(1) On receiving an application under section 68, the Registrar must publish in the Gazette a notice of the proposed deregistration of the limited partnership fund unless the Registrar is aware of a failure to comply with subsection (2), (3) or (4) of that section.
(2) The notice must state that the Registrar may deregister the fund unless an objection to the deregistration is received within 3 months after the date of publication of the notice.
(3) If, at the end of those 3 months, the Registrar has not received any objection to the deregistration, the Registrar may deregister the fund by publishing in the Gazette another notice declaring it to be deregistered.
(4) On the date of publication of the notice under subsection (3)—
(a) the fund is deregistered;
(b) the fund ceases to be a limited partnership fund; and
(c) if the fund was still in existence immediately before that date—
(i) the fund continues in existence in the form of a partnership (continuing partnership

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

70. Dissolution without Court order
(1) A limited partnership fund may be dissolved in accordance with the limited partnership agreement of the fund.
(2) In addition—
(a) if—
(i) the general partner in, or (if applicable) the authorized representative of, the fund is bankrupt, dissolved or dead;
(ii) a winding-up order is made by the Court under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), or a similar order is made under the laws of a jurisdiction outside Hong Kong, in respect of the general partner in, or (if applicable) the authorized representative of, the fund; or
(iii) the general partner in, or (if applicable) the authorized representative of, the fund ceases to be such; and
(b) if the general partner or authorized representative is not replaced within a period of 30 days after the date on which the circumstance referred to in paragraph (a) arises,
the fund is dissolved on the expiry of the period.
(3) Subsection (2) does not apply if—
(a) the circumstance referred to in subsection (2)(a) arises in respect of the authorized representative of the limited partnership fund; and
(b) section 23 no longer applies in relation to the fund.
(4) The general partner in, and (if applicable) the authorized representative of, a limited partnership fund must each ensure that a notification of dissolution is filed with the Registrar in accordance with subsection (6) within 15 days after the fund is dissolved under subsection (1) or (2).
(5) If a limited partnership fund has neither a general partner nor an authorized representative when it is dissolved under subsection (1) or (2), each limited partner in the fund must ensure that a notification of dissolution is filed with the Registrar in accordance with subsection (6) within 15 days after the fund is so dissolved.
(6) The notification of dissolution must be—
(a) in the specified form;
(b) delivered in the specified manner;
(c) if the limited partnership fund is dissolved by a resolution of the partners in the fund—accompanied by a copy of the resolution; and
(d) accompanied by the specified fee payable for filing the notification.
(7) A person who fails to comply with subsection (4) or (5) commits an offence and is liable—
(a) to a fine at level 5; and
(b) in the case of a continuing offence—to a further fine of $1,000 for each day during which the offence continues.

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

71. Dissolution ordered by Court
(1) On application by a partner in, or a creditor of, a limited partnership fund, the Court may order a dissolution of the fund if—
(a) the Court, having regard to the nature of the business of the fund, is of the opinion that a partner in the fund (other than the applicant partner) has done any act or made any omission calculated to affect prejudicially the carrying on of the business of the fund;
(b) a partner in the fund (other than the applicant partner)—
(i) wilfully or persistently commits a breach of the limited partnership agreement of the fund; or
(ii) otherwise so conducts themselves in matters relating to the business of the fund that it is not reasonably practicable for the other partner or partners to carry on the business in partnership with that partner;
(c) the business of the fund can only be carried on at a loss;
(d) the Court is of the opinion that it is just and equitable that the fund be dissolved;
(e) the general partner in the fund is mentally incapacitated (as defined by section 2(1) of the Mental Health Ordinance (Cap. 136)); or
(f) the general partner in the fund becomes in any other way permanently incapable of performing their part of the limited partnership agreement.
(2) In the case of subsection (1)(e), the application may also be made by—
(a) the committee of the estate of the general partner appointed under Part II of the Mental Health Ordinance (Cap. 136);
(b) a next friend of the general partner; or
(c) a person having title to intervene.
(3) If the Court makes an order under subsection (1), the person who makes the application for the order must file a copy of the order with the Registrar within 15 days after the order is made.
(4) In this section—
applicant partner (申請合夥人), in relation to an application made under subsection (1) by a partner in a limited partnership fund, means that partner.