Hong Kong encourages the establishment of private equity funds.

On 20 March 2020, the Hong Kong Government published its long-awaited Limited Partnership Fund Bill to attract more private equity and venture capital funds to establish and operate in Hong Kong. Hong Kong has the second-largest private equity market in Asia, trailing only behind Mainland China.

In recent years, private equity funds have been playing a pivotal role in channelling much needed capital into corporates, especially start-ups in the innovation and technology field. The new limited partnership fund (“LPF”) regime will be an opt-in registration scheme administered by the Companies Registry. Although the Hong Kong private funds industry has traditionally relied on investment vehicles incorporated in offshore jurisdictions, these offshore jurisdictions inevitably involve a double layer of regulation and administration. THE LPF regime will make a local fund vehicle an attractive alternative.

Proposed key characteristics of LPF regime

• An LPF is a Hong Kong Limited Partnership used to manage investments for investors
• An LPF is to be registered with the Companies Registry
• The LPF is constituted by a limited partnership agreement and have at least one general partner and at least one limited partner
• The general partner may be a natural person over 18 years old, a private Hong Kong company, a non-Hong Kong company registered with the Registrar of Companies as a registered non-Hong Kong company, a limited partnership under the LPO, another LPF or a non-Hong Kong limited partnership with or without legal personality
• The limited partner may be a natural person, a corporation, a partnership of any kind, an unincorporated body or any other entity
• The fund must have a registered office in Hong Kong for receipt of notices
• The fund will not have a separate legal personality

Key compliance requirements

• The general partner can act as the investment manager of the LPF. Otherwise, an external investment manager must be appointed to carry out the investment management functions
• An annual audit is required
• The LPF must have a responsible person to fulfil certain anti-money laundering functions. The responsible person must be an authorised institution, a licensed corporation, an accounting professional or a legal professional

For more information, please contact Alan Ang a.ang@acclime.com or your usual Acclime client manager.