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Funds & asset management

Introduction to the Limited Partnership Fund Ordinance

Cap. 637 in depth: registering a Hong Kong LPF, the general partner's duties, the safe harbours for limited partners, and the AML responsibilities that come with the vehicle.

Duration
2 hr 4 min
Level
Advanced
CPT hours
2
Format
Recorded seminar

Course overview

The Limited Partnership Fund Ordinance gave Hong Kong a domestic fund vehicle built for private equity and venture capital — one that private funds could actually use, rather than defaulting offshore. Uptake has been substantial, and with it a need for advisers who understand the regime properly.

This course covers the vehicle end to end. It starts with eligibility and the registration process, including the roles that must be filled: the general partner, the investment manager, the authorised representative where required, and the responsible person carrying out AML functions.

It then examines the operation of the fund — capital contributions and withdrawals, the safe harbour activities that let a limited partner participate without losing limited liability, financial reporting and audit, and the statutory records that must be kept. The course closes with dissolution, deregistration, and the fund re-domiciliation route that lets an existing offshore fund migrate into Hong Kong.

What you'll learn

  • Assess whether a fund is eligible for registration as a Hong Kong LPF
  • Complete the registration requirements and identify each mandatory role
  • Explain the general partner's duties and the extent of its liability
  • Apply the safe harbour provisions governing limited partner involvement
  • Meet the AML/CFT obligations attaching to the fund and its responsible person
  • Advise on dissolution, deregistration, and re-domiciliation into Hong Kong

Course structure

  1. Part 1

    Structure and eligibility

    The LPF vehicle, eligibility criteria, and how it compares to offshore alternatives.

  2. Part 2

    Registration and roles

    The registration process, the general partner, investment manager, authorised representative, and responsible person.

  3. Part 3

    Operation and governance

    Capital contributions and withdrawals, limited partner safe harbours, records, financial reporting, and audit.

  4. Part 4

    AML, exit, and migration

    AML/CFT compliance obligations, dissolution and deregistration, and fund re-domiciliation into Hong Kong.

Key topics covered

Structure and eligibility

  • The LPF vehicle and its purpose
  • Eligibility criteria under Cap. 637
  • Comparison with offshore fund vehicles
  • Tax considerations for funds

Governance and operations

  • General partner duties and liability
  • Investment manager appointment
  • Limited partner safe harbours
  • Capital contributions and withdrawals

Compliance framework

  • AML/CFT responsibilities
  • The responsible person's role
  • Statutory records and register maintenance
  • Financial reporting and audit

Lifecycle

  • Registration procedure and filings
  • Dissolution and deregistration
  • Fund re-domiciliation into Hong Kong

Who should attend

  • Private equity and venture capital fund lawyers
  • Fund administrators and company secretaries
  • Compliance officers in asset management
  • Corporate services professionals
  • In-house counsel at investment firms

Assessment and certification

Once you have watched the seminar, a short multiple-choice assessment unlocks. Score 60% or higher and a Certificate of Attendance for 2 CPT hours is issued immediately, carrying a unique reference number.

The certificate resolves to a public verification page, so an employer or regulator can confirm it without contacting us. It also counts towards the CPT hours ledger on your dashboard.

See how verification works

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Code on Open-Ended Fund Companies

The SFC's OFC regime: the corporate fund vehicle, the operators who must be appointed, and the differences between public and private OFCs.

Duration
1 hr 7 min
Level
Professional
CPT hours
1 CPT hour

Course fee

Free