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

21. Duty to appoint auditor
(1) The general partner in a limited partnership fund must appoint a person as an auditor to carry out audits of the financial statements of the fund.
(2) No person may be appointed as an auditor of a limited partnership fund unless the person is a practice unit as defined by section 2(1) of the Accounting and Financial Reporting Council Ordinance (Cap. 588). (Amended L.N. 66 of 2022)
(3) An auditor appointed for a limited partnership fund must—
(a) be independent of the general partner in, and the investment manager of, the fund; and
(b) carry out audits of the financial statements of the fund annually.
(4) For subsection (3)(a), if a limited partnership fund has an authorized representative, the reference to the general partner in the fund in that subsection is a reference to the general partner and the authorized representative.

22. Duty to ensure proper custody of assets
The general partner in a limited partnership fund must ensure that there are proper custody arrangements for the assets of the fund as specified in the limited partnership agreement of the fund.

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

23. Duty to appoint authorized representative
(1) This section applies if the general partner in a limited partnership fund is—
(a) another limited partnership fund; or
(b) a non-Hong Kong limited partnership without a legal personality.
(2) The general partner in the fund must appoint a person as the authorized representative of the fund to be responsible for the management and control of the fund.
(3) No person may be the authorized representative of the 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.
(4) If the general partner falls within the description of subsection (1)(a), the person proposed to be the fund’s authorized representative in the application for the registration of the fund, as required under item 8(e) of Schedule 1, is taken to be appointed as the fund’s authorized representative under subsection (2) with effect from the registration until a notification of change in respect of the authorized representative is filed with the Registrar under subsection (6).
(5) If the general partner falls within the description of subsection (1)(b), the person proposed to be the fund’s authorized representative in the application for the registration of the fund, as required under item 10(e) of Schedule 1, is taken to be appointed as the fund’s authorized representative under subsection (2) with effect from the registration until a notification of change in respect of the authorized representative is filed with the Registrar under subsection (6).
(6) The general partner must file a notification with the Registrar if there is a change in the particulars in the LPF Register relating to the fund’s authorized representative.
(7) The notification of change must be filed within 15 days after the change occurs.
(8) The notification of change must be—
(a) in the specified form;
(b) delivered in the specified manner; and
(c) accompanied by the specified fee payable for filing the notification.
(9) If the general partner fails to file the notification of change, the general partner 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.
(10) Without affecting subsection (6), if a person resigns as the authorized representative of a limited partnership fund, the person must file a notification of the resignation with the Registrar.
(11) The notification of resignation must be—
(a) in the specified form; and
(b) delivered in the specified manner.

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

24. Annual return
(1) The general partner in a limited partnership fund must file a return with the Registrar within 42 days after each anniversary of the date on which the certificate of registration is issued to the fund.
(2) The annual return must—
(a) be in the specified form;
(b) be delivered in the specified manner;
(c) include a statement made by the general partner as to—
(i) whether or not the fund has been in operation, or has carried on business as a fund, for any period during the 12 months before the anniversary; and
(ii) the general partner’s assessment on whether or not the fund will be in operation, or will carry on business as a fund, for any period in the 12 months after the anniversary; and
(d) be accompanied by the specified fee payable for filing the return.
(3) If the general partner fails to file the annual return, the general partner 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.

25. Notification of change
(1) The general partner in a limited partnership fund must file a notification of change with the Registrar if there is a change in the particulars relating to the fund after the registration, including—
(a) the withdrawal, removal or replacement of the general partner in the fund;
(b) a change in the particulars of the general partner in the fund contained in the LPF Register;
(c) a change in the address of the registered office of the fund;
(d) a change in the investment scope or principal place of business of the fund;
(e) a change in the identity of the investment manager of the fund, or the particulars of the investment manager contained in the LPF Register;
(f) a change in the identity of the responsible person of the fund, or the particulars of the responsible person contained in the LPF Register; and
(g) a change in any other particulars that the Registrar may specify.
(2) The notification of change must be filed within 15 days after the change occurs.
(3) The notification of change must be—
(a) in the specified form;
(b) delivered in the specified manner; and
(c) accompanied by the specified fee payable for filing the notification.
(4) If the general partner fails to file the notification of change, the general partner 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.