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

72. Keeping of records of dissolved limited partnership fund
(1) If a limited partnership fund is dissolved, the former general partner in, and the former investment manager of, the fund must each ensure that the records of the fund that are required to be kept under section 29(1) are kept for at least 6 years after the date of the dissolution.
(2) In subsection (1)—
(a) a reference to the former general partner in a limited partnership fund is a reference to the person who is the general partner in the fund immediately before the fund is dissolved; and
(b) a reference to the former investment manager of a limited partnership fund is a reference to the person who is the investment manager of the fund immediately before the fund is dissolved.
(3) Subsection (1) does not apply to the records that are otherwise required to be kept by another person under this Ordinance or any other Ordinance.
(4) A person who fails to comply with subsection (1) commits an offence and is liable to a fine at level 3.

73. Interpretation of Division 2
In this Division—
Cap. 32 (《第32章》) means the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32);
member (成員), in relation to an entity, means—(a) if the entity is a limited partnership fund—a partner in that fund or the authorized representative of that fund (if any);
(b) if the entity is a partnership other than a limited partnership fund—a partner in that partnership; or
(c) if the entity is a body of persons of any other kind—a member of that body.

74. Winding up of limited partnership fund
(1) For the purposes of Part X of Cap. 32, a limited partnership fund is an unregistered company within the meaning of that Part.
(2) Accordingly, in relation to the winding up of a limited partnership fund—
(a) Part X of Cap. 32 applies subject to sections 75 and 77; and
(b) other provisions of Cap. 32 apply by virtue of section 327(1) of Cap. 32 subject to necessary modifications, including those set out in sections 76 and 77.

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

75. Application of Part X of Cap. 32 to winding up of limited partnership fund
(1) Section 326(1)(b) of Cap. 32 does not apply to a limited partnership fund.
(2) Apart from the circumstances mentioned in section 327(3) of Cap. 32, a limited partnership fund may be wound up by the Court, on the application of the Registrar by petition, if it appears to the Court that—
(a) the fund is being carried on for an unlawful purpose or any purpose that is lawful itself but cannot be carried out by the fund; or
(b) obligations under this Ordinance have been persistently breached in relation to the fund.
(3) For the purposes of section 327(4)(a)(i) of Cap. 32, apart from sub-subparagraphs (A), (B) and (C) of that section, the written demand referred to in that section is taken to have been served on a limited partnership fund if it has been served by leaving it at the registered office of the fund.
(4) Subsections (5), (6), (7) and (8) have effect in place of section 328(1) of Cap. 32.
(5) If a limited partnership fund is being wound up, each of the partners in the fund and (if applicable) the authorized representative of the fund is a contributory and is, subject to sections 19(1) and (3) and 26(4) and (5), liable to—
(a) pay or contribute to the payment of any debt or liability of the fund;
(b) pay or contribute to the payment of any sum for the adjustment of their rights among themselves;
(c) pay or contribute to the payment of the costs and expenses of winding up the fund; and
(d) contribute to the assets of the fund all sums due from each of them in respect of any liability under paragraph (a), (b) or (c).
(6) For the winding up of a limited partnership fund, if a contributory entity is a body of persons without a legal personality, each member of the entity is taken to be a contributory.
(7) In subsection (6)—
contributory entity (分擔人實體) means an entity—(a) that is a contributory under subsection (5); or
(b) that is taken to be a contributory because of subsection (6).

(8) Unless otherwise specified in the limited partnership agreement of a limited partnership fund, the voting right of each contributory at a meeting of the contributories of the fund is to be determined in accordance with the proportion of the capital of the fund contributed by the contributory (excluding the amount of any capital contribution that has been withdrawn).

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

76. Application of other provisions of Cap. 32 to winding up of limited partnership fund
(1) The following provisions of Cap. 32 do not apply to the winding up of a limited partnership fund—
(a) Part IVA;
(b) paragraphs (a), (d) and (e) in the proviso in section 179(1); and
(c) Part VI.
(2) Section 182 of Cap. 32 applies as if the words “interests in the limited partnership fund” were substituted for the word “shares” in that section.
(3) Section 262B of Cap. 32 applies as if the following were added after subsection (3)(e) of that section—
“(ea) if the company is a limited partnership fund—the investment manager of the fund;”.
(4) Section 262D of Cap. 32 applies as if—
(a) the following were added after subsection (2)(a)(v) of that section—
“(va) if the company is a limited partnership fund—the investment manager of the fund;”; and
(b) in subsection (2)(b), (c)(ii) and (d)(ii) of that section, the words “paragraph (a)(iii), (v), (va), (vi) or (vii)” were substituted for the words “paragraph (a)(iii), (v), (vi) or (vii)”.