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

35. Offence
(1) This section applies to a responsible person of a limited partnership fund that is—
(a) an authorized institution; or
(b) a licensed corporation.
(2) If a responsible person knowingly causes or knowingly permits the fund to contravene a specified provision, the person commits an offence and 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.
(3) If a responsible person, with intent to defraud any relevant authority, causes or permits the fund to contravene a specified provision, the person commits an offence and is liable—
(a) on summary conviction—to a fine at $500,000 and to imprisonment for 1 year; or
(b) on conviction on indictment—to a fine of $1,000,000 and to imprisonment for 7 years.
(4) In this section—
specified provision (指明的條文) has the meaning given by section 5(11) of Cap. 615.

36. Application of Part 3 of Cap. 615
(1) Part 3 of Cap. 615 has effect with respect to a responsible person of a limited partnership fund that is—
(a) an authorized institution; or
(b) a licensed corporation.
(2) For subsection (1)—
(a) a reference to a financial institution in Part 3 of Cap. 615 is a reference to a responsible person that is—
(i) an authorized institution; or
(ii) a licensed corporation;
(b) a reference to a relevant authority in that Part is—
(i) for a responsible person that is an authorized institution—a reference to the Monetary Authority; or
(ii) for a responsible person that is a licensed corporation—a reference to the Securities and Futures Commission;
(c) the reference to “an offence under this Ordinance” in section 11(1)(a) of Cap. 615 is a reference to an offence under section 35; and
(d) the reference to “a specified provision as defined by section 5(11) or a provision specified in section 43(1)” in section 11(1)(b) of Cap. 615 is a reference to a specified provision as defined by section 35(4).

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

37. Application of Part 4 of Cap. 615
(1) Part 4 of Cap. 615 has effect with respect to a responsible person of a limited partnership fund that is—
(a) an authorized institution; or
(b) a licensed corporation.
(2) For subsection (1)—
(a) a reference to a financial institution in Part 4 of Cap. 615 is a reference to a responsible person that is—
(i) an authorized institution; or
(ii) a licensed corporation; and
(b) a reference to a relevant authority in that Part is—
(i) for a responsible person that is an authorized institution—a reference to the Monetary Authority; or
(ii) for a responsible person that is a licensed corporation—a reference to the Securities and Futures Commission.

38. Application of Part 6 of Cap. 615
Part 6 of Cap. 615 has effect with respect to a responsible person of a limited partnership fund that is—
(a) an authorized institution; or
(b) a licensed corporation.

39. Application of Part 7 of Cap. 615
(1) Part 7 (except section 82) of Cap. 615 has effect with respect to a responsible person of a limited partnership fund that is—
(a) an authorized institution; or
(b) a licensed corporation.
(2) For subsection (1), a reference to a relevant authority in Part 7 of Cap. 615 is—
(a) for a responsible person that is an authorized institution—a reference to the Monetary Authority; or
(b) for a responsible person that is a licensed corporation—a reference to the Securities and Futures Commission.

40. Limited partnership fund may change name by resolution
(1) The partners in a limited partnership fund may change the fund’s name by resolution.
(2) Within 15 days after the date of passing the resolution, the general partner in the fund must file a notification of the change of name with the Registrar.
(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 3; and
(b) in the case of a continuing offence—to a further fine of $300 for each day during which the offence continues.

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

41. Registrar to issue certificate of change of name
(1) On receiving a notification of the change of a limited partnership fund’s name under section 40, the Registrar may issue a certificate of the change of name to the fund.
(2) The Registrar must not issue the certificate unless the Registrar is satisfied that—
(a) the new name of the fund is not a name by which a fund must not be registered because of section 9; and
(b) the fund has paid the specified fee payable for the issue of the certificate.
(3) The Registrar must enter the new name in the LPF Register in place of the former name.
(4) The change of name has effect from the date on which the certificate of the change of name is issued.
(5) The change of name does not affect any rights or obligations of the fund or render defective any legal proceedings commenced or continued by, on behalf of or against it. Any legal proceedings that could have been commenced or continued by, on behalf of or against it by its former name may be commenced or continued by, on behalf of or against it by its new name. (Amended 34 of 2021 s. 7)

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

42. Registrar may direct limited partnership fund to change same or similar name, etc.
(1) The Registrar may by written notice direct a limited partnership fund to change, within the period specified in the notice, a name by which the fund is registered if—
(a) the name is, at the time of the registration, the same as a name that appeared or should have appeared in—
(i) the LPF Index; or
(ii) the index of limited partnerships kept under section 13 of the Limited Partnerships Ordinance (Cap. 37);
(b) the name is, as at the time of the registration, the same as a name of a body corporate incorporated or established under an Ordinance;
(c) in the Registrar’s opinion, the name is, as at the time of the registration, too like a name of a body corporate incorporated or established under an Ordinance;
(d) in the Registrar’s opinion, misleading information has been given for the fund’s registration by the name; or
(e) the name is a name by which, as at the time of the registration, a fund must not be registered as a limited partnership fund because of section 9(2)(a) or (b).
(2) The Registrar may by written notice direct a limited partnership fund to change, within the period specified in the notice, a name by which the fund is registered if, after the fund is registered by the name—
(a) a court makes an order restraining the fund from using the name or any part of the name; and
(b) an office copy of the order, and a notice in the specified form, are delivered to the Registrar by a person in whose favour the order is made.
(3) A direction may only be given—
(a) for subsection (1)(a), (b) or (c)—within 12 months after the date of registration by the name;
(b) for subsection (1)(d)—within 5 years after the date of registration by the name; or
(c) for subsection (1)(e)—within 3 months after the date of registration by the name.
(4) The Registrar may, before the end of the period specified in a notice given under subsection (1) or (2), by written notice extend the period.
(5) In this section—
court (法院) means a court of competent jurisdiction of the Hong Kong Special Administrative Region and includes a magistrate.