Limited Partnership in Hong Kong

Limited Partnership · Formation from $345

Last verified: June 13, 2026

Corporate Tax

15.0%

State Tax

0.0%

Formation Cost

$345

Annual Fee

$301

Comparison Scores

Privacy, remote setup, banking, and tax efficiency

Privacy7/10

Remote Setup8/10

Banking7/10

Tax Efficiency8/10

Overall Score7/10

Calculate full formation cost

Break down one-time filing fees and recurring costs for any supported entity type.

Who Should Choose This?

Profiles that typically benefit from this entity

Private equity and venture capital fund managers (using the LPF regime).
Passive investors looking to fund a business without taking on operational liability.
Professional service firms or joint ventures needing a flexible profit-sharing structure.
Family offices structuring investments for wealth preservation and distribution.

Who Should Avoid This?

Scenarios where another structure may be better

Solo entrepreneurs or freelancers (requires at least two partners).
Founders who want limited liability for all owners (should choose a Private Company Limited by Shares).
E-commerce businesses or startups seeking traditional venture capital funding (investors prefer limited companies).

Advantages

+Pass-through taxation: Profits are generally taxed at the partner level, avoiding double taxation.
+Limited liability for limited partners: LPs are only liable up to their capital contribution.
+Flexible management: General partners have full control over business operations without interference from limited partners.
+No minimum capital requirement: Can be formed with any amount of capital.
+Privacy for limited partners: The Limited Partnership Agreement (LPA) is a private document and does not need to be filed publicly.
+Gateway to Asia: Excellent structure for joint ventures and investment funds targeting the Greater China and APAC regions.

Disadvantages

-Unlimited liability for General Partners: The GP is personally liable for all debts and obligations of the partnership.
-Not a separate legal entity: The partnership itself cannot own property or sue in its own name (unlike a limited company).
-Limited partners cannot manage: If an LP participates in management, they lose their limited liability protection.
-Requires at least two partners: Cannot be formed by a single individual (needs 1 GP and 1 LP).
-Tax complexity for foreign partners: Non-resident partners may still be subject to Hong Kong profits tax on Hong Kong-sourced income.

Formation Steps

Choose a partnership name: Ensure the name complies with the Companies Registry guidelines and does not infringe on existing trademarks.

Draft the Limited Partnership Agreement (LPA): Define the roles, profit-sharing, capital contributions, and terms between the GP and LPs.

Appoint a General Partner and Limited Partner(s): Identify who will take on unlimited liability (GP) and who will be passive investors (LPs).

Secure a Hong Kong registered office: Obtain a physical address in Hong Kong to serve as the official registered office (PO boxes are not allowed).

Submit Form 1 to the Companies Registry: File the Application for Registration of a Limited Partnership and pay the HK$340 fee plus capital duty.

Apply for a Business Registration Certificate (BRC): Register with the Inland Revenue Department within 30 days of commencing business and pay the HK$2,350 fee.

Open a corporate bank account: Present the Certificate of Registration, BRC, and LPA to a Hong Kong or international bank to open the partnership's account.

Cost Breakdown

Detailed breakdown of formation and ongoing costs

Item	Type	Amount
Companies Registry Form 1 Fee	One-time	$44
Business Registration Certificate (BRC)	Annual	$301
Registered Office & Agency Services (Estimated)	Annual	$500
First year total		$845
Annual ongoing		$801

Real-World Examples

Typical use cases for this entity type

Investment Funds: Many Asian venture capital funds use the Hong Kong LPF structure to pool capital from limited partners while the GP manages the investments.
Real Estate Joint Ventures: A property developer (GP) partners with passive foreign investors (LPs) to fund a commercial real estate project in Hong Kong.
Professional Syndicates: A group of high-net-worth individuals forming an LP to invest in a specific tech startup, managed by a lead syndicate partner.

Common Mistakes

Pitfalls to avoid during setup and operations

Limited partners getting involved in daily management, thereby losing their limited liability status.
Failing to renew the Business Registration Certificate (BRC) annually, leading to penalties.
Not drafting a comprehensive Limited Partnership Agreement, causing disputes over profit distribution or dissolution.
Assuming the partnership is a separate legal entity and trying to sign contracts in the partnership's name rather than the GP's name.
Neglecting Hong Kong-sourced income tax obligations for non-resident partners.

Other entity types

Other formation options in Hong Kong

Private Company Limited by Shares

Primary

Tax: 16.5%
Formation: $499

Public Company Limited by Shares

Tax: 16.5%
Formation: $499

Company Limited by Guarantee

Tax: 16.5%
Formation: $321

Branch Office

Tax: 16.5%
Formation: $500

Representative Office

Tax: 16.5%
Formation: $300

Sole Proprietorship

Tax: 15.0%
Formation: $301

General Partnership

Tax: 15.0%
Formation: $300

Limited Partnership Fund

Tax: 16.5%
Formation: $389

Compare with Other Countries

Country / Type	Tax	Formation	Annual
🇭🇰 Limited Partnership(Limited Partnership)	15.0%	$345	$301

🇭🇰 vs 🇺🇸 United States 🇭🇰 vs 🇪🇪 Estonia 🇭🇰 vs 🇬🇧 United Kingdom 🇭🇰 vs 🇮🇪 Ireland All comparisons →

FAQ

What is the difference between a General Partnership and a Limited Partnership in Hong Kong?

In a General Partnership, all partners have unlimited liability for the business's debts. In a Limited Partnership, there is at least one General Partner with unlimited liability and one or more Limited Partners whose liability is capped at their investment.

Can a foreigner be a partner in a Hong Kong Limited Partnership?

Yes, both foreign individuals and foreign corporate entities can act as General or Limited Partners in a Hong Kong Limited Partnership.

What is a Hong Kong Limited Partnership Fund (LPF)?

Introduced in 2020, the LPF is a specific limited partnership regime designed for private equity and venture capital funds, offering a modern alternative to offshore structures like Cayman Islands exempted limited partnerships.

Does a Limited Partnership pay corporate tax in Hong Kong?

Partnerships are generally taxed as unincorporated businesses at 15%. However, profits are passed through to the partners, and corporate partners may be subject to the corporate profits tax rate of 16.5% on their share.

Can a limited partner participate in the daily management of the business?

No. If a limited partner takes part in the daily management of the partnership, they lose their limited liability status and become personally liable for the debts of the business, just like a General Partner.

Is the Limited Partnership Agreement (LPA) publicly available?

No, the LPA is a private contract between the partners and does not need to be filed with the Companies Registry or made available to the public.

What are the annual compliance requirements for a Limited Partnership?

The partnership must renew its Business Registration Certificate (BRC) annually and file an annual tax return with the Inland Revenue Department (IRD).

Can a limited company act as the General Partner?

Yes, a limited company (either incorporated in Hong Kong or overseas) can act as the General Partner. This is a common strategy to limit the ultimate personal liability of the individuals running the partnership.

Detailed Tax Rates

Corporate Income Tax

From	To	Rate
$0	$2,000,000	7.5%
$2,000,000	No limit	15.0%

Hong Kong operates a territorial tax system. Limited partnerships are generally taxed as unincorporated businesses at 15% (7.5% on the first HKD 2 million). Corporate partners may be subject to the corporate profits tax rate of 16.5% (8.25% on the first HKD 2 million) on their share of profits.

Personal Income Tax (Top rate: 17.0%)

From	To	Rate
$0	$50,000	2.0%
$50,000	$100,000	6.0%
$100,000	$150,000	10.0%
$150,000	$200,000	14.0%
$200,000	No limit	17.0%

Salaries tax is charged at progressive rates up to 17%. However, the total tax payable is capped at a standard rate of 15% on the first HKD 5 million of net income, and 16% on the remainder.

Capital Gains Tax

0.0%

Hong Kong does not impose a capital gains tax. However, gains from the disposal of assets may be subject to Profits Tax if the Inland Revenue Department determines the transactions constitute a trade or business.

VAT / GST

0.0%

Hong Kong does not levy any Value Added Tax (VAT), Goods and Services Tax (GST), or sales tax on goods or digital services.

Withholding Tax

Dividends0.0%

Royalties16.5%

Interest0.0%

Hong Kong does not levy withholding tax on dividends or interest. Royalties paid to non-residents are subject to withholding tax, typically at an effective rate of 4.95% for non-associates, and up to 16.5% for associates, subject to reduction by tax treaties.

Payroll & Social Security

Employer5.0%

Employee5.0%

Both employers and employees must contribute 5% of the employee's relevant income to the Mandatory Provident Fund (MPF). Contributions are capped at HKD 1,500 per month for each party.

Other Taxes

Property Tax

Property tax is charged at a standard rate of 15% on the net assessable value of land or buildings situated in Hong Kong.

Stamp Duty

Stamp duty is levied on the transfer of Hong Kong real estate and shares. For share transfers, the rate is typically 0.2% (0.1% payable by the buyer and 0.1% by the seller).

Banking & Payments

Statrys

Remote-friendly

Top choice for non-resident founders in Hong Kong, offering fast remote onboarding, multi-currency accounts, and local HKD rails.

Currenxie

Remote-friendly

Hong Kong-native fintech providing zero monthly fee multi-currency business accounts and global payment networks.

Airwallex

Remote-friendly

Excellent for global e-commerce and tech startups needing virtual cards, low FX rates, and integrated payment gateways.

HSBC Hong Kong

Leading traditional bank in Hong Kong. Highly reputable for investment funds (LPF), but requires strict KYC and often a physical meeting.

Payment Gateways

Stripe, PayPal, Airwallex, 2Checkout, Adyen

Currency

HKD

Multi-Currency: Supported

Account Opening

Opening a traditional bank account in Hong Kong as a non-resident can be challenging and often requires a physical visit or extensive documentation due to strict AML/KYC regulations. However, fintech platforms like Statrys, Currenxie, and Airwallex offer fully remote, fast onboarding tailored for non-resident founders and limited partnerships.

Practical Information

Timezone

UTC+8

Business Language

English and Chinese (Cantonese/Mandarin)

Legal System

Common law

Ease of Doing Business

IP Protection

Hong Kong has a robust, independent intellectual property regime based on common law, offering strong protection for patents, trademarks, and copyrights separate from mainland China.

Double Tax Treaties

57 countries

Notable treaties: Mainland China, United Kingdom, Japan, Singapore, France, Canada

Visa & Residency Options

New Capital Investment Entrant Scheme (New CIES)

Requires a minimum investment of HKD 30 million in permissible financial assets or non-residential real estate. Offers a pathway to permanent residency after 7 years.

Quality Migrant Admission Scheme (QMAS)

A quota-based entrant scheme for highly skilled or talented persons to settle in Hong Kong without needing a prior job offer.