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

77. Meaning of certain expressions in Cap. 32
(1) In applying a provision of Cap. 32 applicable to a company being wound up to the winding up of a limited partnership fund—
(a) a reference to a member of the company is a reference to—
(i) (subject to subsection (2)) a partner in the fund; or
(ii) the authorized representative of the fund (if any);
(b) a reference to a director of the company is a reference to—
(i) the general partner in the fund;
(ii) the authorized representative of the fund (if any); or
(iii) any person who takes or took part in the management of the fund at any time;
(c) a reference to an officer of the company is a reference to—
(i) the general partner in the fund;
(ii) the authorized representative of the fund (if any);
(iii) any person who takes or took part in the management of the fund at any time; or
(iv) the investment manager of the fund; and
(d) a reference to the articles of association of the company is a reference to the limited partnership agreement of the fund.
(2) For the purposes of subsection (1)(a)(i), if a partner entity in the limited partnership fund is a body of persons without a legal personality, each member of the entity is taken to be a partner in the fund.
(3) In subsection (2)—
partner entity (合夥人實體), in relation to a limited partnership fund, means an entity—(a) that is a partner in the fund; or
(b) that is taken to be a partner in the fund because of subsection (2).

78. Interpretation of Part 7
In this Part—
Cap. 37 (《第37章》) means the Limited Partnerships Ordinance (Cap. 37);
registration date (註冊日期), in relation to a specified fund registered as a limited partnership fund, means the registration date specified on the certificate of registration issued under section 80;
specified fund (指明基金) means a fund set up in the form of a limited partnership registered under Cap. 37;
specified partnership (指明合夥), in relation to a specified fund, means the limited partnership in the form of which the fund is set up.

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

79. Application for registration of specified fund as limited partnership fund
(1) A specified fund is eligible to be registered as a limited partnership fund if it meets the eligibility requirements in section 7.
(2) An application for the registration of a specified fund as a limited partnership fund must be made to the Registrar by a general partner in the specified partnership who is named in the application as the person proposed to be the general partner in the limited partnership fund.
(3) The application must be—
(a) in the specified form;
(b) delivered in the specified manner; and
(c) accompanied by—
(i) the specified fee payable for lodging the application; and
(ii) the specified fee payable for the registration.

80. Registration
(1) The Registrar may, on application, register a specified fund as a limited partnership fund.
(2) The Registrar must not register a specified 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 meets the requirements in section 79(3).
(3) On registering a specified fund as a limited partnership fund, the Registrar must—
(a) issue a certificate of registration to the fund; and
(b) give notice in the Gazette of the registration.
(4) The certificate of registration is conclusive evidence that the fund is a limited partnership fund.

81. Effect of registration of specified fund as limited partnership fund
(1) If a specified fund is registered as a limited partnership fund—
(a) the registration does not cause the partnership that was registered as the specified partnership (partnership

82. Business registration
(1) (Repealed 34 of 2021 s. 28)
(2) If, immediately before a specified fund is registered as a limited partnership fund, the specified partnership holds a valid business registration certificate, the general partner in the limited partnership fund must, within 1 month after the registration date, notify the Commissioner of Inland Revenue of—
(a) the registration;
(b) the name in which the limited partnership fund is registered; and
(c) the details of the general partner in the limited partnership fund.
(3) In this section—
valid business registration certificate (有效商業登記證) has the meaning given by section 2(1) of the Business Registration Ordinance (Cap. 310).

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

82A. Interpretation of Part 7A
(1) In this Part—
application date (申請日期), in relation to a non-Hong Kong fund, means the date on which an application under section 82B is made in respect of the fund;
deregister (撤銷註冊) means to cease the establishment in a place of establishment;
establishment (設立) means having a registration, permission or authorization (however described) under the law of a jurisdiction outside Hong Kong that gives effect to or evidences the formation or domicile of a non-Hong Kong fund in the jurisdiction, and established (設立) is to be construed accordingly;
non-Hong Kong fund (非香港基金) means a fund that is set up in the form of a non-Hong Kong limited partnership as at the application date;
original partnership (原合夥), in relation to a non-Hong Kong fund, means the partnership in the form of which the fund is set up;
place of establishment (設立地), in relation to a non-Hong Kong fund, means a jurisdiction outside Hong Kong in which the fund is established as at the application date;
registration date (註冊日期), in relation to a non-Hong Kong fund registered as a limited partnership fund, means the registration date specified on the certificate of registration issued under section 82C(3).
(2) If—
(a) a requirement prescribed in this Ordinance applies in relation to the place of establishment of a non-Hong Kong fund; and
(b) there is more than one place of establishment in respect of the fund,
the requirement applies in relation to each place of establishment.

82B. Application for registration of non-Hong Kong fund as limited partnership fund
(1) A non-Hong Kong fund is eligible to be registered as a limited partnership fund if it meets the eligibility requirements in section 7.
(2) An application for the registration of a non-Hong Kong fund as a limited partnership fund must be made to the Registrar by a general partner in the non-Hong Kong fund who is named in the application as the person proposed to be the general partner in the limited partnership fund (proposed general partner

82C. Registration of non-Hong Kong fund as limited partnership fund
(1) The Registrar may, on application, register a non-Hong Kong fund as a limited partnership fund.
(2) The Registrar must not register a non-Hong Kong 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 meets the requirements in section 82B(3).
(3) On registering a non-Hong Kong fund as a limited partnership fund, the Registrar must issue a certificate of registration to the fund.
(4) The certificate of registration is conclusive evidence that the fund is a limited partnership fund.