[ESTABLISHING A BUSINESS ENTITY IN HONG KONG]
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A non-Hong Kong company that has a representative or liaison office is required to obtain a Business Registration Certificate but is normally not required to be registered as a registered non-Hong Kong company with the Companies Registry unless and until a place of business is established in Hong Kong. Provided that the representative office continues to confine itself to promotional or liaison activities such that no profits are generated in Hong Kong, the Inland Revenue Department may exempt the non-Hong Kong company from filing tax returns.
Nature A partnership is not a legal entity separate from the partners. Partnership property is owned jointly by the partners. Types of Partnership There are mainly four types of partnerships in Hong Kong: (a) General partnership (GP); (b) Limited partnership (LP); (c) Limited liability (LLP); and (d) Limited partnership fund (LPF). partnership The rights and liabilities of the partners between themselves depend on the type of partnership and are governed by the partnership agreement (if any), the Partnership Ordinance (Chapter 38 of the Laws of Hong Kong) and general common law. 3.4.1 General Partnership (GP) Constitution
3.3 Sole Proprietorship Sole proprietorship refers to the operation of a business by a person on his own account. All the rights and liabilities of the business accrue to the sole proprietor. The sole proprietor is personally liable for all the losses of, and all the contracts entered into for the business. The sole proprietor being the sole owner of the business will have complete control over its management. A sole proprietor must apply for business registration within one month from the business commencement date. 3.4 Partnership A partnership, also referred to as a “firm,” is the relation which subsists between persons carrying on a business in common with a view of profit.
GPs can either be formed by express agreements or implied by conduct. There is no limitation on the number, nationality, or residence of partners. A body corporate is capable of being a partner. There is no registration requirement for setting up a GP except for business registration. In the absence of a partnership agreement, the Partnership Ordinance applies to govern the dealings and management of the partnership.
ILN Corporate Group – Establishing a Business Entity Series
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