Limited Partnership Fund in Hong Kong

Limited Partnership Fund · Formation from $389

Last verified: June 13, 2026

Corporate Tax

16.5%

State Tax

0.0%

Formation Cost

$389

Annual Fee

$13

Comparison Scores

Privacy, remote setup, banking, and tax efficiency

Privacy9/10

Remote Setup7/10

Banking8/10

Tax Efficiency9/10

Overall Score8/10

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 targeting investments in the Greater Bay Area and broader Asian markets.
Family offices structuring wealth management and co-investment vehicles.
Asset managers seeking a tax-efficient, onshore alternative to offshore jurisdictions like the Cayman Islands or BVI.
Fund sponsors looking for a flexible partnership structure with strong privacy protections for Limited Partners.

Who Should Avoid This?

Scenarios where another structure may be better

Solo entrepreneurs or small businesses looking for a standard trading company (should use a Private Company Limited by Shares).
Retail fund managers planning to offer mutual funds to the general public (requires SFC authorization and different structures).
Founders with very low budgets, as mandatory legal, AML, and audit fees make the LPF expensive to maintain.

Advantages

+No minimum capital requirement for the fund or its partners.
+Unified Fund Exemption (UFE) allows 0% tax on qualifying transactions and capital gains.
+Carried Interest Tax Concession provides a 0% tax rate on eligible carried interest distributed to fund managers.
+High privacy: The register of Limited Partners is not available for public inspection.
+No requirement for Securities and Futures Commission (SFC) authorization if the fund is privately offered.
+Safe harbor rules protect Limited Partners from losing their limited liability status when participating in certain advisory or oversight activities.

Disadvantages

-Registration must be submitted by a registered Hong Kong law firm or solicitor, increasing initial setup costs.
-Requires the appointment of a local 'Responsible Person' for ongoing AML/CFT compliance.
-Mandatory appointment of an independent auditor and annual filing of audited financial statements.
-The General Partner (GP) has unlimited liability, necessitating the setup of a corporate GP/SPV to mitigate personal risk.
-Must maintain a physical registered office in Hong Kong (PO Boxes are not permitted).

Formation Steps

Appoint a General Partner (GP) and an Investment Manager to oversee the fund's operations.

Draft the Limited Partnership Agreement (LPA) defining fund economics, governance, and capital call structures.

Engage a registered Hong Kong solicitor or law firm to handle the LPF registration process.

Appoint a 'Responsible Person' (an authorized institution, licensed corporation, or legal/accounting professional) for AML/CFT compliance.

Submit Form LPF1 and pay the HKD 3,034 registration fee to the Hong Kong Companies Registry.

Receive the Certificate of Registration of Limited Partnership Fund (usually within 4 working days).

Apply for a Business Registration Certificate (BRC) from the Inland Revenue Department within 1 month of registration.

Appoint an independent auditor and open a corporate bank account for the fund.

Cost Breakdown

Detailed breakdown of formation and ongoing costs

Item	Type	Amount
Companies Registry Fee (Form LPF1)	One-time	$389
Business Registration Certificate (BRC)	Annual	$285
Hong Kong Solicitor / Law Firm Filing Fee	One-time	$3,500
AML Responsible Person & Compliance	Annual	$1,500
Annual Audit & Financial Statements	Annual	$3,000
First year total		$8,674
Annual ongoing		$4,785

Real-World Examples

Typical use cases for this entity type

A venture capital firm setting up a $50M fund to invest in Greater Bay Area tech startups, utilizing the Unified Fund Exemption (UFE) for tax-free capital gains.
A multi-family office creating a co-investment vehicle for real estate assets, benefiting from the LPF's privacy and flexible capital call structures.
A crypto-focused asset manager establishing an LPF to pool capital from high-net-worth individuals, using a corporate GP to limit liability while maintaining compliance.

Common Mistakes

Pitfalls to avoid during setup and operations

Drafting the Limited Partnership Agreement (LPA) without consulting a Hong Kong solicitor, leading to statutory compliance failures.
Failing to appoint a qualified 'Responsible Person' for AML/CFT before submitting the registration.
Assuming the General Partner doesn't need a corporate structure, thereby exposing individuals to unlimited liability.
Neglecting the annual audit requirement, which is strictly mandatory under the LPF Ordinance.
Delaying the Business Registration Certificate (BRC) application beyond the 1-month statutory deadline after incorporation.

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

Tax: 15.0%
Formation: $345

Compare with Other Countries

Country / Type	Tax	Formation	Annual
🇭🇰 Limited Partnership Fund(Limited Partnership Fund)	16.5%	$389	$13

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

FAQ

Does a Hong Kong LPF require SFC authorization?

No, as long as the fund is privately offered and not marketed to the general public, it does not require authorization from the Securities and Futures Commission (SFC).

Are the identities of Limited Partners publicly available?

No, the register of Limited Partners is kept at the registered office and is strictly not available for public inspection, ensuring high privacy.

Can a foreign company act as the General Partner?

Yes, a non-Hong Kong company registered with the Companies Registry, or a domestic private company, can act as the General Partner.

What is the Unified Fund Exemption (UFE)?

The UFE is a tax regime that exempts privately offered funds, including LPFs, from Hong Kong profits tax on qualifying transactions, making it highly tax-efficient.

Do I need a local custodian for the fund's assets?

A local custodian is not strictly mandatory, but the General Partner is legally required to ensure proper 'safe custody arrangements' are in place for the fund's assets.

Can the LPF be used for crypto and virtual asset investments?

Yes, LPFs can invest in virtual assets, provided the GP and Investment Manager comply with relevant AML regulations and SFC guidelines if applicable.

Who can submit the LPF registration application?

By law, the application must be submitted by a registered Hong Kong law firm or a solicitor admitted to practice in Hong Kong on behalf of the GP.

Is an annual audit required for an LPF?

Yes, the General Partner must appoint an independent auditor to audit the LPF's financial statements annually.

Detailed Tax Rates

Corporate Income Tax

From	To	Rate
$0	$2,000,000	8.3%
$2,000,000	No limit	16.5%

Hong Kong operates a territorial tax system with a two-tiered profits tax. Limited Partnership Funds (LPFs) can often benefit from the Unified Fund Exemption (UFE) regime, exempting the fund from profits tax on qualifying transactions.

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%, but the total tax payable is capped at a standard rate (15% on the first HKD 5 million of net income, and 16% on the remainder).

Capital Gains Tax

0.0%

Hong Kong does not levy a capital gains tax. However, gains from frequent trading of assets may be deemed as trading income and subject to profits tax.

VAT / GST

0.0%

Hong Kong does not impose any Value Added Tax (VAT), Goods and Services Tax (GST), or specific digital services taxes.

Withholding Tax

Dividends0.0%

Royalties5.0%

Interest0.0%

There is no withholding tax on dividends or interest. Royalties paid to non-residents are typically subject to an effective withholding tax rate of 4.95%, which can increase to 16.5% if paid to an associated entity.

Payroll & Social Security

Employer5.0%

Employee5.0%

Mandatory Provident Fund (MPF) contributions are 5% for both employers and employees, capped at HKD 1,500 per month for incomes up to HKD 30,000. A proposal to increase this cap to HKD 2,000 is under review for mid-2026.

Other Taxes

Stamp Duty

Applies to transfers of Hong Kong stock (0.1% for both buyer and seller) and immovable property. Transfers of LPF interests are generally exempt from stamp duty as they do not constitute 'Hong Kong stock'.

Property Tax

A flat rate of 15% is levied on the net assessable value of real estate located in Hong Kong.

Banking & Payments

HSBC Hong Kong

A leading traditional bank offering comprehensive fund services, though account opening usually requires an in-person meeting.

ZA Bank

Remote-friendly

Hong Kong's largest virtual bank, offering fully digital corporate account opening for locally registered entities.

Airwallex

Remote-friendly

A popular fintech platform providing multi-currency accounts, fast remote onboarding, and global payment solutions.

Statrys

Remote-friendly

A Hong Kong-based digital payment platform tailored for SMEs and entrepreneurs, offering remote multi-currency business accounts.

Payment Gateways

Stripe, PayPal, Airwallex, Checkout.com, Adyen

Currency

HKD

Multi-Currency: Supported

Account Opening

Opening a traditional bank account in Hong Kong can be rigorous for non-residents, often requiring in-person interviews and extensive AML/KYC documentation. However, digital banks and fintech platforms like Airwallex or Statrys offer fully remote, streamlined account opening for LPFs and their corporate General Partners.

Practical Information

Timezone

UTC+8

Business Language

English and Chinese

Legal System

Common Law

Ease of Doing Business

IP Protection

Hong Kong offers robust intellectual property protection with its own independent patent, trademark, and copyright registries, backed by a highly reliable common law judicial system.

Double Tax Treaties

57 countries

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

Visa & Residency Options

New Capital Investment Entrant Scheme (New CIES)

Requires a minimum investment of HKD 30 million in permissible financial assets (excluding real estate) to obtain residency.

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.

Top Talent Pass Scheme (TTPS)

Aimed at high-income earners and graduates from the world's top universities to explore opportunities in Hong Kong.