### Legal Practitioners Ordinance 《法律執業者條例》

7AJ. Name of limited liability partnership
A limited liability partnership must—
(a) if it has a Chinese name, include the words “有限法律責任合夥” as part of that Chinese name; and
(b) if it has an English name, include the following as part of that English name—
(i) the words “Limited Liability Partnership”; or
(ii) the abbreviation “LLP” or “L.L.P.”.

7AK. Notification of name by limited liability partnership
(1) A limited liability partnership must display its name, in a clearly visible and legible manner, at or outside every office or place in which it carries on its business.
(2) A limited liability partnership must state its name, in a clearly visible and legible manner, in its correspondence, notices, publications, invoices and bills of costs, and on its websites.

7AL. Notice by limited liability partnership to existing clients
(1) Except as provided in subsection (2), a law firm must, within 30 days after it becomes a limited liability partnership, by written notice inform each of its existing clients of that fact.
(2) A specified foreign firm must, within 30 days after it becomes a limited liability partnership, by written notice inform each of its existing clients in Hong Kong of that fact.
(3) For the purposes of subsection (2), a foreign firm is a specified foreign firm if, before becoming a limited liability partnership, it has been carrying on, in a foreign jurisdiction, the practice of law as a limited liability partnership under the law of that jurisdiction.
(4) A written notice issued under this section must be in a form specified by the Council.
(5) The form specified under subsection (4) must include a brief statement stating how liabilities of partners in a law firm are affected under sections 7AC, 7AD, 7AE and 7AF by the law firm becoming a limited liability partnership.
(6) In this section, existing client (現有當事人), in relation to a law firm, means a person who is a client of the firm at the time the firm becomes a limited liability partnership.
(7) For the purposes of subsection (2), an existing client of a specified foreign firm is its existing client in Hong Kong if—
(a) the client is a body corporate, and it has its registered office or a place of business in Hong Kong; or
(b) the client is not a body corporate, and the last correspondence address provided by the client to the firm is in Hong Kong.
(8) This section does not apply to a law firm that is constituted as a limited liability partnership when it commences business in Hong Kong.

### Legal Practitioners Ordinance 《法律執業者條例》

7AM. Other requirements relating to practice of law firm not affected
Sections 7AD, 7AE, 7AI, 7AJ, 7AK and 7AL are in addition to, and do not affect, any other provisions relating to the practice of a law firm as prescribed by rules made under section 73 or 73A or contained in The Hong Kong Solicitors’ Guide to Professional Conduct.

### Legal Practitioners Ordinance 《法律執業者條例》

7AN. Provisions regulating distribution of partnership property
(1) If a limited liability partnership makes a distribution of any of its partnership property to one or more persons (each being a partner or an assignee of a partner’s share in the partnership), and immediately after the distribution—
(a) the partnership is unable to pay its partnership obligations as they become due; or
(b) the value of the remaining partnership property is less than the partnership obligations,
then each of the persons is liable to the partnership to the extent specified in subsection (4).
(2) However, a person who receives a distribution as described in subsection (1) is not liable under that subsection if the person proves that—
(a) immediately before making the distribution, the limited liability partnership made a reasonable assessment that the financial position of the partnership would not be as described in subsection (1) immediately after the distribution; and
(b) the partnership arrived at the assessment after exercising reasonable diligence and based on information obtained for the purpose of the assessment or otherwise available at the time of the assessment.
(3) In determining whether the partnership made a reasonable assessment as referred to in subsection (2)(a), a court may have regard to all the circumstances of the case including, without limitation, whether the assessment was based—
(a) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances;
(b) on a fair valuation; or
(c) on any other method that is reasonable in the circumstances.
(4) A person who is liable under subsection (1) is liable to the partnership for—
(a) the value of the property received by the person as a result of the distribution; or
(b) the amount necessary to discharge the partnership obligations at the time of the distribution,
whichever is the lesser.
(5) Proceedings to enforce any of the liabilities arising under this section as a result of the distribution may be brought by—
(a) the partnership;
(b) any partner in the partnership; or
(c) any person to whom the partnership owes any partnership obligation at the time of the distribution.
(6) In this section, a reference to partnership obligation is a reference to partnership obligation whether actual or contingent.
(7) This section does not affect a payment made as reasonable compensation for current services provided by a partner to the partnership, to the extent that the payment would be reasonable if paid to a person who is an employee of, but not a partner in, the partnership as compensation for similar services.
(8) No proceedings to enforce a liability under this section may be commenced later than 2 years after the date of the distribution to which the liability relates.

### Legal Practitioners Ordinance 《法律執業者條例》

7AO. List of limited liability partnerships
(1) The Council must keep a list of law firms that are or have been limited liability partnerships.
(2) The list must, in relation to each such law firm, contain—
(a) its name;
(b) each address at which it carries on its business or, if it has ceased its business, each address at which it last carried on its business; and
(c) the date on which it first became a limited liability partnership and, if applicable, the dates from which or periods during which it has ceased to be a limited liability partnership.
(3) As soon as practicable after becoming aware of any matter that would require the list to be updated, the Council must update the list accordingly.
(4) For the purpose of enabling any member of the public to ascertain whether a law firm is, or has been, a limited liability partnership and to ascertain the particulars of the partnership, the Council must make the list available for public inspection, free of charge, at the office of the Council during office hours.

7AP. No dissolution of partnership, etc.
(1) The fact that a partnership becomes, or ceases to be, a limited liability partnership—
(a) does not cause the partnership—
(i) to be dissolved; or
(ii) to cease continuing in existence as a partnership; and
(b) does not affect any of the rights and liabilities (whether actual or contingent) of the partnership, or of any person as a partner, that have been acquired, accrued or incurred before the partnership becomes, or ceases to be, a limited liability partnership.
(2) Subsection (1)(a) operates subject to any written agreement between the partners to the contrary.

7AQ. This Part to prevail over inconsistent agreement
(1) In relation to a limited liability partnership, this Part prevails over any inconsistent provisions in any agreement between any persons, whether as partners in the partnership or otherwise.
(2) To avoid doubt, this section does not affect the operation of sections 7AG and 7AP(2).

7AR. Law not inconsistent with this Part applies
(1) All relevant laws, except so far as they are inconsistent with this Part, apply in relation to a partnership that is a limited liability partnership.
(2) In this section, relevant laws (有關法律) means the Partnership Ordinance (Cap. 38) and every other law that applies in relation to a partnership (whether an enactment, or a rule of equity or of common law).