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

8. Requirements on limited partnership fund’s name
(1) For section 7(1)(e), a limited partnership fund must have—
(a) an English name;
(b) a Chinese name; or
(c) a name consisting of both an English name and a Chinese name.
(2) The English name of the fund must contain the words “Limited Partnership Fund” as the last 3 words of the name or “LPF” as the last word of the name.
(3) The Chinese name of the fund must contain the characters “有限合夥基金” as the last 6 characters of the name.

9. Restrictions on limited partnership fund’s name
(1) A fund must not be registered as a limited partnership fund by a name—
(a) that is the same as a name appearing in the LPF Index;
(b) that is the same as a name appearing in the index of limited partnerships kept under section 13 of the Limited Partnerships Ordinance (Cap. 37);
(c) that is the same as a name of a body corporate incorporated or established under an Ordinance;
(d) the use of which by the fund would, in the Registrar’s opinion, constitute a criminal offence; or
(e) that, in the Registrar’s opinion, is offensive or otherwise contrary to the public interest.
(2) Except with the Registrar’s prior approval, a fund must not be registered as a limited partnership fund with—
(a) a name that, in the Registrar’s opinion, would be likely to give the impression that the fund is connected in any way with—
(i) the Central People’s Government;
(ii) the Government; or
(iii) any department or agency of the Central People’s Government or the Government;
(b) a name containing any word or expression for the time being specified in an order under section 10; or
(c) a name that is the same as a name for which a direction of the Registrar has been given under section 42(1) or (2) or 43(1).

10. Financial Secretary may specify word or expression for section 9
The Financial Secretary may, by order published in the Gazette, specify any word or expression for the purposes of section 9(2)(b).

11. Application by proposed general partner
(1) An application for the registration of a fund as a limited partnership fund must be made to the Registrar by the person proposed to be the general partner in the limited partnership fund (proposed general partner

12. Registration
(1) The Registrar may, on application, register a fund as a limited partnership fund.
(2) The Registrar must not register a fund as a limited partnership fund unless the Registrar is satisfied that—
(a) on its registration, the fund meets the eligibility requirements in section 7; and
(b) the application for registration meets the requirements in section 11(2).

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

13. Issue of certificate of registration
(1) On registering a fund as a limited partnership fund, the Registrar must issue a certificate of registration to the fund.
(2) The certificate of registration is conclusive evidence that the fund is a limited partnership fund.

14. Appeal against Registrar’s decision to refuse registration
(1) If a person is aggrieved by a decision of the Registrar to refuse an application for registration as a limited partnership fund under section 12, 80 or 82C, the person may appeal to the Court against the decision. (Amended 34 of 2021 s. 6)
(2) The appeal must be made within 42 days after the date on which a notice of the decision is issued by the Registrar to the person.
(3) The Court may make any order that it considers appropriate, including an order as to costs.
(4) If the Court makes an order as to costs against the Registrar in relation to the appeal, the costs are payable out of the general revenue, and the Registrar is not personally liable for the costs.

15. General provision
A limited partnership fund—
(a) is a fund set up in the form of a limited partnership under this Ordinance; and
(b) does not have a legal personality.

16. Contractual freedoms among partners
(1) The partners in a limited partnership fund have freedom of contract in respect of the operation of the fund.
(2) Without limiting subsection (1), the matters that may be determined by the partners in the fund in the limited partnership agreement of the fund include—
(a) the admission and withdrawal of partners in the fund;
(b) the transfer of interests in the fund by the limited partners in the fund;
(c) the organization, management structure, governance and decision-making procedures of the fund;
(d) the investment scope and strategy of the fund;
(e) the powers, rights and obligations of the partners in the fund;
(f) the scope of the fiduciary duties of the general partner in, or (if applicable) the authorized representative of, the fund, and the remedies for breach or default;
(g) the financial arrangements among the partners in the fund, such as capital contributions to the fund, withdrawal of capital contributions from the fund, distribution of proceeds, and clawback obligations of the partners;
(h) the life of the fund with possibility of extension;
(i) the frequency of financial reporting and verification of net asset value;
(j) the custodial arrangement; and
(k) the dissolution procedures.
(3) An arrangement in the limited partnership agreement of a limited partnership fund must not contravene this Ordinance or any other applicable law.

17. Distributions to partners
Withdrawal of capital contributions from a limited partnership fund, and the distribution of profits and assets of the fund, is permitted if the fund remains solvent following such withdrawal or distribution.

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

18. Registered office
(1) A limited partnership fund must have a registered office in Hong Kong to which communications and notices may be sent.
(2) The proposed address of the registered office in the application for the registration of the fund, as required under item 2 of Schedule 1, is taken to be the address of the registered office of the fund with effect from the registration until a notification of change in respect of the address is filed with the Registrar under section 25.
(3) If the fund ceases to have a registered office, the general partner in the fund 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.

19. General liability and management responsibility
(1) The general partner in a limited partnership fund has unlimited liability for all the debts and obligations of the fund.
(2) The general partner in a limited partnership fund has ultimate responsibility for the management and control of the fund.
(3) Despite subsections (1) and (2), if a limited partnership fund has an authorized representative—
(a) the general partner in the fund and the authorized representative are jointly and severally liable for all the debts and obligations of the fund; and
(b) both the general partner in the fund and the authorized representative have ultimate responsibility for the management and control of the fund.

20. Duty to appoint investment manager
(1) The general partner in a limited partnership fund must appoint a person (who may be the general partner or another person) as an investment manager to carry out the day-to-day investment management functions of the fund.
(2) No person may be appointed as an investment manager of a limited partnership fund unless the person is—
(a) a Hong Kong resident who is at least 18 years old;
(b) a company; or
(c) a registered non-Hong Kong company.
(3) The person proposed to be an investment manager in the application for the registration of the fund, as required under item 12 of Schedule 1, is taken to be appointed as an investment manager of the fund under subsection (1) with effect from the registration until a notification of change in respect of the investment manager is filed with the Registrar under section 25.