Limited partnership fund
A private-fund limited partnership under the Limited Partnership Fund Ordinance (Cap. 637). It has a general partner, an investment manager and a responsible person who handles anti-money-laundering checks.
- Entiva fee to form
- $1,159
- Government fees to form
- HK$5,410
- Run plan
- $129 a month
- Steps to form
- 2
- Ongoing filings
- 5
- Ways to close
- 2
Who it suits, and what defines it.
Governed by the Limited Partnership Fund Ordinance (Cap. 637).
Who it suits
- Private investment funds.
- Overseas funds that re-domicile into Hong Kong (Form LPF10).
- Existing Cap. 37 funds that migrate in (Form LPF2).
Key facts
- Statute
- Limited Partnership Fund Ordinance (Cap. 637)
- In force since
- 31 August 2020
- Registration
- Through a Hong Kong solicitor
- Registered office
- In Hong Kong, no PO box
- Investment manager
- Required
- Responsible person
- Required, for anti-money-laundering checks
- Annual return
- Form LPF5, within 42 days of the anniversary
- Business registration
- Done together with registration
What the law requires.
7 rules, each in plain words.
An application submitted by a Hong Kong solicitor
Submitted on behalf of the proposed general partner.
A registered office in Hong Kong
No care-of address or PO box.
An investment manager
A Hong Kong resident aged 18 or over, or a Hong Kong or registered non-Hong Kong company. It needs a Securities and Futures Commission licence for any regulated activity.
A responsible person for anti-money-laundering checks
An authorised institution, licensed corporation, accounting professional or legal professional.
Records kept in Hong Kong
Kept at the registered office or another notified place: audited accounts, register of partners, customer due diligence and transaction records, and partners' controllers.
An annual return on Form LPF5
Due within 42 days after each anniversary of registration.
Business registration, done at the same time
With the Inland Revenue Department (IRD), together with registration since 27 December 2023.
How Entiva forms it.
2 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
2 steps- 1Register the limited partnership fund
Form LPF1 with IRBR4, submitted for the general partner. The certificate normally comes within 4 working days.
- 2Name the representative, manager and responsible person
The authorised representative, investment manager and responsible person are named in LPF1. Later changes go on Form LPF4C within 15 days.
Documents
8- Application for registration on Form LPF1
- Business registration notice IRBR4
- Limited partnership agreement
- Documents for any corporate general partner or partner
- Evidence of the investment manager's and responsible person's status
- Register of partners and controller records
- Certificate of Registration of the fund
- Business Registration Certificate
Who takes part
8- The general partner is verified
- The authorised representative is verified
- The investment manager is verified
- The responsible person is verified
- A limited partner with over 25% of the partnership is verified as a beneficial owner
- The controller of each partner is identified
- A nominee arrangement is declared, with the person behind it
- People in prominent public roles get enhanced checks
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
5 filings- File the annual return
Within 42 days after each registration anniversary (Form LPF5)
- Renew business registration
By the date on the IRD demand note; if none arrives, tell the IRD within 1 month of expiry
- Prepare and audit the accounts
Every year
- Approve the audited accounts
Every year
- 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
7 changes- Change the general partner
- Change the manager, responsible person or representative
- Change the registered office or records location
- Change the fund's name
- Update business registration details
- Order certified copies of registered documents
- Apply for a Certificate of Resident Status
How it closes.
2 routes. The right one depends on whether it can pay its debts, and who starts it.
Deregistration
The partners apply to leave the register.
- 1
Get the IRD's Notice of No Objection (Form IR1263)
- 2
Apply to deregister on Form LPF7
- 3
Gazette notice, then deregistration if nobody objects within 3 months
- 4
Cancel the business registration within 1 month
Dissolution
The fund dissolves under its agreement, or its general partner or authorised representative leaves and is not replaced in 30 days.
- 1
Notify the dissolution on LPF8 within 15 days
- 2
Cancel the business registration within 1 month
- 3
Apply to deregister on Form LPF7
What Entiva does for you.
From the first filing to the last.
Limited partnership fund
- Submits Form LPF1 and the IRBR4 business registration notice for the general partner, as the law requires.Formation
- Files the annual return (LPF5) within 42 days after the registration anniversary.Ongoing
- Reports a new manager, responsible person or representative on Form LPF4C within 15 days.People
- Reports a new registered office or records location on Form LPF4A within 15 days.Changes
- Prepares the annual financial statements and arranges the audit.Ongoing
- Files Form LPF8 within 15 days when the fund dissolves.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$5,410
Closing it
From $679
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered office in Hong Kong
- File the annual return
- Renew business registration
- Approve the audited accounts
- File the employer's return
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Prepare and audit the accounts
- Change the general partner
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$2,555 registration fee plus HK$479 lodgement fee. Plus business registration fee and levy HK$2,350.
HK$26 per form.
Excludes steps marked only if needed.
Every year
The Run plan costs $129 a month ($1,548 a year).
HK$105.
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 form; must accompany the form.
HK$26 per form.
HK$26 for LPF4A.
HK$1,405: HK$160 filing fee plus HK$1,245 certificate fee.
HK$130 certifying fee a copy, plus image fee HK$9-35 a document.
Closing it
Closing is a fixed-fee project, quoted before it starts.
LPF7 HK$420 plus IR1263 HK$270. The batch figure of HK$420 omits the IRD fee.
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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