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

82D. Effect of registration of non-Hong Kong fund as limited partnership fund
(1) If a non-Hong Kong fund is registered as a limited partnership fund—
(a) the registration does not cause the original partnership to be dissolved;
(b) the original partnership continues in existence as a limited partnership fund; and
(c) with effect from the registration date, the original partnership is taken to be a limited partnership fund registered under section 12 and this Ordinance applies accordingly to the original partnership (registered as a limited partnership fund).
(2) The registration of a non-Hong Kong fund as a limited partnership fund does not operate to—
(a) create a new legal entity;
(b) prejudice or affect the continuity of the non-Hong Kong fund as a partnership established in its place of establishment;
(c) affect any contract made, resolution passed or any other thing done by or in relation to the non-Hong Kong fund;
(d) affect any function, property, right, privilege, obligation or liability acquired, accrued or incurred by, to or on behalf of the non-Hong Kong fund; or
(e) render defective any legal proceedings commenced or continued by, on behalf of or against the non-Hong Kong fund.
(3) To avoid doubt, on and after the registration date, any legal proceedings that could have been commenced or continued by, on behalf of or against the non-Hong Kong fund may be commenced or continued by, on behalf of or against the limited partnership fund.
(4) To avoid doubt—
(a) with effect from the registration date, all property of the original partnership is the property of the limited partnership fund; and
(b) for tax purposes, the registration of the non-Hong Kong fund as a limited partnership fund does not amount to—
(i) a transfer of assets of the fund; or
(ii) a change in the beneficial ownership of the assets of the fund.

82E. Deregistration in place of establishment
(1) If a non-Hong Kong fund is registered as a limited partnership fund, the fund must be deregistered in its place of establishment within 60 days after the registration date.
(2) On application by the general partner in the limited partnership fund, the Registrar may extend the 60-day period mentioned in subsection (1) subject to any condition that the Registrar considers appropriate.

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

82F. Business registration
(1) (Repealed 34 of 2021 s. 29)
(2) If, immediately before a non-Hong Kong fund is registered as a limited partnership fund, the original partnership holds a valid business registration certificate, the general partner in the limited partnership fund must, within 1 month after the registration date, notify the Commissioner of Inland Revenue of—
(a) the registration;
(b) the name in which the limited partnership fund is registered; and
(c) the details of the general partner in the limited partnership fund.
(3) In this section—
valid business registration certificate (有效商業登記證) has the meaning given by section 2(1) of the Business Registration Ordinance (Cap. 310).

83. Offence for claiming entity as limited partnership fund
(1) A person commits an offence if—
(a) an entity—
(i) is not a limited partnership fund; or
(ii) was a limited partnership fund, but the name of the fund has been struck off the LPF Register, or the fund has been deregistered or dissolved; and
(b) the person, for soliciting investors to a business carried on by the entity, claims that the entity is a limited partnership fund.
(2) A person who commits an offence under subsection (1) is liable—
(a) on summary conviction—to a fine at level 6 and to imprisonment for 6 months; or
(b) on conviction on indictment—to a fine of $1,000,000 and to imprisonment for 2 years.

84. Offence for pretending to be carrying on business of limited partnership fund
(1) A person commits an offence if—
(a) an entity—
(i) is not a limited partnership fund; or
(ii) was a limited partnership fund, but the name of the fund has been struck off the LPF Register, or the fund has been deregistered or dissolved; and
(b) the person carries on a business of the entity purportedly in the form of a limited partnership fund.
(2) A person who commits an offence under subsection (1) is liable—
(a) on summary conviction—to a fine at level 6 and to imprisonment for 6 months; or
(b) on conviction on indictment—to a fine of $1,000,000 and to imprisonment for 2 years.

85. Offence for failure to comply with direction
If the general partner in a limited partnership fund fails to comply with a direction or requirement given by the Registrar to the fund under this Ordinance, the general partner commits an offence and is liable—
(a) to a fine at level 6; and
(b) in the case of a continuing offence—to a further fine of $2,000 for each day during which the offence continues.

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

86. Offence for destroying documents
(1) A person commits an offence if the person wilfully or maliciously destroys any register, book, or other document that is required by or for the purposes of any provision of this Ordinance.
(2) A person who commits an offence under subsection (1) is liable—
(a) on summary conviction—to a fine at level 5 and to imprisonment for 6 months; or
(b) on conviction on indictment—to a fine of $150,000 and to imprisonment for 2 years.

87. Offence for false statement
(1) A person commits an offence if the person knowingly or recklessly makes a statement, in any return, report, financial statements, certificate or other information or document required by or for the purposes of any provision of this Ordinance, that is false, misleading or deceptive in a material respect.
(2) A person who commits an offence under subsection (1) is liable—
(a) on summary conviction—to a fine at level 6 and to imprisonment for 6 months; or
(b) on conviction on indictment—to a fine of $300,000 and to imprisonment for 2 years.
(3) This section does not affect the operation of—
(a) Part V of the Crimes Ordinance (Cap. 200); or
(b) section 19, 20 or 21 of the Theft Ordinance (Cap. 210).

88. Offence for purported dissolution of limited partnership fund not in compliance with limited partnership agreement
(1) A person commits an offence if—
(a) the person purports to dissolve a limited partnership fund in accordance with the limited partnership agreement of the fund; and
(b) the way in which the fund is purportedly dissolved does not comply with the agreement.
(2) A person who commits an offence under subsection (1) is liable—
(a) on summary conviction—to a fine at level 5 and to imprisonment for 6 months; or
(b) on conviction on indictment—to a fine of $150,000 and to imprisonment for 2 years.