[ESTABLISHING A BUSINESS ENTITY IN HONG KONG]
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contravene the applicable laws; (b) the fund has one general partner and at least one limited partner; (c) the fund has an office in Hong Kong to which communications and notices may be sent; and (d) not all the partners in the fund are corporations in the same group of companies. The general partner can be a natural person, a private Hong Kong company limited by shares, a registered non-Hong Kong company, a limited partnership, an LPF or a non-Hong Kong limited partnership. A limited partner can be a natural person, a corporation, a partnership, an unincorporated body, or any other entity. The partners have freedom of contract in respect of the operation of the fund. The matters that may be covered by a limited partnership agreement may include the organization, management structure, governance and decision-making procedures of the fund, the investment scope and strategy of the fund, etc. Liability of Partners A limited partnership fund does not have a legal personality. Similar to a limited partnership, the general partner in an LPF is ultimately responsible for the management and control of the fund and will assume unlimited
liability for the debts and obligations of the fund. The limited partners have no day-to-day management rights or control over the assets held by the fund, but rather they have the right to participate in the income and profits arising from the fund. The liability of the limited partners in an LPF is limited to the extent of their agreed contributions. Other Officers The general partner in an LPF must appoint: (a) an investment manager to carry out the day-to-day investment management functions of the fund; (b) an auditor to carry out audits of the financial statements of the fund annually; (c) a responsible person to carry out anti-money laundering and counter-terrorist financing functions; and (d) (if the general partner is
another LPF or a non-Hong Kong LP without a legal personality) an authorized representative. The general partner and the authorized representative will be jointly and severally liable for all the debts and obligations of the LPF and ultimately responsible for the management and control of the fund.
ILN Corporate Group – Establishing a Business Entity Series
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