Limited partnership
A partnership with general partners who have unlimited liability and limited partners whose liability is capped at their contribution. Investment funds now generally use the limited partnership fund (LPF) regime instead.
- Entiva fee to form
- $1,159
- Government fees to form
- HK$340
- Run plan
- $129 a month
- Steps to form
- 3
- Ongoing filings
- 4
- Ways to close
- 3
Who it suits, and what defines it.
Governed by the Limited Partnerships Ordinance (Cap. 37).
Who it suits
- Partnerships where limited partners' liability is capped at their contribution.
- Existing Cap. 37 funds, which can migrate to a limited partnership fund.
Key facts
- Statute
- Limited Partnerships Ordinance (Cap. 37)
- General partners
- At least one, with unlimited liability
- Limited partners
- Liability capped at their contribution
- Registration
- Form 1 at the Companies Registry
- Changes
- Form 2 within 7 days
- Annual return
- None in Companies Registry guidance
- Business registration
- With the Inland Revenue Department (IRD), renewed yearly
What the law requires.
5 rules, each in plain words.
At least one general partner
A general partner has unlimited liability.
Registration on Form 1
In person at the Companies Registry, or through its e-Filing service.
Changes reported on Form 2 within 7 days
A statement of any change in the registered particulars.
Business registration with the IRD
Renewed every year.
No annual return in the Companies Registry's guidance
How Entiva forms it.
3 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
3 steps- 1Register the limited partnership
Form 1, signed by all partners, before it operates as a limited partnership. Normally 5 working days at the Registry.
- 2Register the business with the IRD
On Form 1(c), within one month of starting business. Later changes of name, address or nature of business are notified within 1 month.
- 3Apply for the small-business exemptionOnly if needed
Optional. Form 3 (IRBR61) for a one-year exemption from the business registration fee and levy, for unincorporated, low-turnover businesses only.
Documents
6- Application for registration on Form 1
- Partnership agreement
- Documents for any corporate partner
- IRD business registration application on Form 1(c)
- Certificate of Registration of a Limited Partnership
- Business Registration Certificate
Who takes part
5- Every general partner is verified
- Limited partners with over 25% of capital, profits or votes are verified
- A corporate partner is verified as a legal entity
- People in prominent public roles get enhanced checks
- Anyone instructing for the partners is verified, with their authority
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
4 filings- Renew business registration
By the date on the IRD demand note; if none arrives, tell the IRD within 1 month of expiry
- Re-apply for the small-business exemption
1 month before expiry on paper, or 1 week online, if eligible
- File the profits tax return
Date on form BIR52; if none is issued, notify within 4 months after the basis period
- File the employer's return
Within 1 month of issue (BIR56A), even with no employees
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
8 changes- Admit a partner
- Retire or remove a partner
- Assign a limited partner's share
- Convert a partner between general and limited
- Notify changes on Form 2
- Notify the IRD of partner changes
- Update business registration details
- Migrate to a limited partnership fund
How it closes.
3 routes. The right one depends on whether it can pay its debts, and who starts it.
Winding up by the general partners
The partners agree to dissolve it. Cap. 37 has no dissolution form; Form 2 is optional.
- 1
Wind up: pay debts, return contributions, settle final accounts
- 2
Cancel business registration within 1 month of closing
Court winding up
A petitioner asks the court to wind the partnership up.
- 1
Present the winding-up petition to the court
- 2
General partners give the liquidator a statement of affairs in 28 days
- 3
Cancel the business registration
Conversion to a limited partnership fund
The partnership migrates to the LPF regime under Cap. 637.
- 1
Apply on Form LPF2 to migrate to a limited partnership fund
What Entiva does for you.
From the first filing to the last.
Limited partnership
- Registers the partnership on Form 1, then registers the business with the IRD on Form 1(c).Formation
- Files Form 2 within 7 days of any change in the registered particulars.Changes
- Admits partners: files Form 2, places the Gazette advertisement and notifies the IRD.Ownership
- Pays the IRD demand note and obtains the renewed business registration certificate.Ongoing
- Files the profits tax return (BIR52) from the accounts and a tax computation.Ongoing
- Records the dissolution and notifies the IRD within one month of closing.Closing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$1,159one-off
- Government fees
- HK$340
Steps marked only if needed are not counted.
Closing it
Quoted before it starts
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Renew business registration
- Re-apply for the small-business exemption
- File the profits tax return
- File the employer's return
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Notify changes on Form 2
- Migrate to a limited partnership fund
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $1,159, one-off. Government fees are passed through at cost.
HK$340 plus HK$8 for every HK$1,000 contributed by each limited partner. Business registration fee and levy is separate through the IRD: HK$2,350 or HK$6,170 for a business commencing 1 Apr 2026 to 31 Mar 2027.
Excludes steps marked only if needed.
Every year
The Run plan costs $129 a month ($1,548 a year).
Certificates starting 1 Apr 2026 to 31 Mar 2027: 1-year HK$2,200 plus a HK$150 levy; 3-year HK$5,720 plus HK$450, HK$6,170 in total; branch 1-year HK$230, 3-year HK$658.
Changes
Routine changes are included in the Run plan.
HK$26 per statement, plus HK$8 per HK$1,000 or part of any increased or new limited partner contribution.
HK$26 per statement, plus HK$8 per HK$1,000 or part of any increased or new limited partner contribution.
HK$26 per statement, plus HK$8 per HK$1,000 or part of any increased or new limited partner contribution.
HK$26 per statement, plus HK$8 per HK$1,000 or part of any increased or new limited partner contribution.
HK$2,555 registration plus HK$479 non-refundable lodgement. On refusal all but the HK$479 is refunded.
Closing it
Closing is a fixed-fee project, quoted before it starts.
Form 2 costs HK$26.
HK$11,250 deposit to the Official Receiver plus HK$1,045 court fee at the High Court Registry. A further HK$3,500 deposit applies if a provisional liquidator is sought, and the court may direct more (r.22A).
HK$2,555 registration plus HK$479 non-refundable lodgement. On refusal all but the HK$479 is refunded.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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