### Limited Partnerships Ordinance 《有限責任合夥條例》

5. Modifications of general law in case of limited partnerships
(1) A limited partner shall not take part in the management of the partnership business, and shall not have power to bind the firm:
Provided that a limited partner may by himself or his agent at any time inspect the books of the firm and examine into the state and prospects of the partnership business, and may advise with the partners thereon.
(2) If a limited partner takes part in the management of the partnership business, he shall be liable for all debts and obligations of the firm incurred while he so takes part in the management as though he were a general partner.
(3) A limited partnership shall not be dissolved by the death or bankruptcy of a limited partner, and the lunacy of a limited partner shall not be a ground for dissolution of the partnership by the court unless the lunatic’s share cannot be otherwise ascertained and realized.
(4) In the event of the dissolution of a limited partnership its affairs shall be wound up by the general partners unless the court otherwise orders.
(5) Application to the court to wind up a limited partnership shall be by petition under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), and the provisions of that Ordinance relating to the winding-up of companies by the court and of the rules made thereunder (including provisions as to fees) shall, subject to such modification (if any) as the Chief Executive in Council may by rules provide, apply to the winding-up by the court of limited partnerships, with the substitution of general partners for directors. (Amended 23 of 1999 s. 3; 28 of 2012 ss. 912 & 920)
(6) Subject to any agreement expressed or implied between the partners—
(a) any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the general partners;
(b) a limited partner may, with the consent of the general partners, assign his share in the partnership, and upon such an assignment the assignee shall become a limited partner with all the rights of the assignor;
(c) the other partners shall not be entitled to dissolve the partnership by reason of any limited partner suffering his share to be charged for his separate debt;
(d) a person may be introduced as a partner without the consent of the existing limited partners;
(e) a limited partner shall not be entitled to dissolve the partnership by notice.
[cf. 1907 c. 24 s. 6 U.K.]

6. Law as to private partnership to apply
Subject to the provisions of this Ordinance, the Partnership Ordinance (Cap. 38), and rules of equity and of common law applicable to partnerships, except so far as they are inconsistent with the express provisions of the last-mentioned Ordinance, shall apply to limited partnerships.

### Limited Partnerships Ordinance 《有限責任合夥條例》

7. Manner and particulars of registration
The registration of a limited partnership shall be effected by sending by registered post or delivering to the Registrar of Companies for registration a statement signed by the partners containing the following particulars— (Amended 28 of 2012 ss. 912 & 920)
(a) the firm name;
(b) the general nature of the business;
(c) the principal place of business;
(d) the full name of each of the partners;
(e) the term, if any, for which the partnership is entered into, and the date of its commencement;
(f) a statement that the partnership is limited, and the description of every limited partner as such;
(g) the sum contributed by each limited partner, and whether paid in cash or how otherwise.
[cf. 1907 c. 24 s. 8 U.K.]

8. Registration of changes in partnerships
(1) If during the continuance of a limited partnership any change is made or occurs in—
(a) the firm name;
(b) the general nature of the business;
(c) the principal place of business;
(d) the partners or the name of any partner;
(e) the term or character of the partnership;
(f) the sum contributed by any limited partner;
(g) the liability of any partner by reason of his becoming a limited instead of a general partner or a general instead of a limited partner,
a statement, signed by the firm, specifying the nature of the change shall within 7 days be sent by post or delivered to the Registrar of Companies for registration. (Amended 28 of 2012 ss. 912 & 920)
(2) If default is made in compliance with the requirements of this section, each of the general partners shall be liable on summary conviction to a fine of $50 for each day during which the default continues. (Amended 21 of 1912 s. 2; 22 of 1950 Schedule)
[cf. 1907 c. 24 s. 9 U.K.]

9. Advertisement of certain changes
Notice of any arrangement or transaction under which any person will cease to be a general partner in any firm and will become a limited partner in that firm, or under which the share of a limited partner in a firm will be assigned to any person, shall be forthwith advertised in the Gazette, and until notice of the arrangement or transaction is so advertised the arrangement or transaction shall, for the purposes of this Ordinance, be deemed to be of no effect.
[cf. 1907 c. 24 s. 10 U.K.]

### Limited Partnerships Ordinance 《有限責任合夥條例》

11. Making false returns to be misdemeanor
Any person who makes, signs, sends or delivers for the purpose of registration under this Ordinance any false statement known by him to be false or any incomplete statement known by him to be incomplete shall be guilty of an offence triable upon indictment.
(Amended 33 of 1939 Schedule; 50 of 1991 s. 4(1))[cf. 1907 c. 24 s. 12 U.K.]

12. Registrar to file statement and issue certificate of registration
On receiving any statement made in pursuance of this Ordinance and upon receipt of the prescribed fee payable in respect thereof, the Registrar of Companies shall cause such statement to be filed, and he shall send by registered post to the firm from whom such statement has been received a certificate of the registration thereof.
(Amended 33 of 1939 Schedule; 19 of 1977 s. 3)[cf. 1907 c. 24 s. 13 U.K.]

13. Register and index to be kept
The Registrar of Companies shall keep at his office, in proper books to be provided for the purpose, a register and an index of all the limited partnerships as aforesaid, and of all the statements registered in relation to such partnerships.
[cf. 1907 c. 24 s. 14 U.K.]

14. Inspection of statements registered
(1) Any person may, on payment of the fee specified in the Schedule—
(a) inspect the statements registered under this Ordinance; and
(b) require to be issued—
(i) a certificate of the registration of any limited partnership;
(ii) a copy of or extract from any registered statement;
(iii) a copy of or extract from any registered statement duly certified by the Registrar of Companies or one of the deputy registrars. (Replaced 19 of 1977 s. 4)
(2) A certificate of registration, or a copy of or extract from any statement registered under this Ordinance, if duly certified to be a true copy under the hand of the Registrar of Companies or one of the deputy registrars (whom it shall not be necessary to prove to be the Registrar or deputy registrar) shall, in all legal proceedings, civil or criminal, and in all cases whatsoever, be received in evidence.
[cf. 1907 c. 24 s. 16 U.K.]