Willa Legal offers HSBC Business Go members LPF set up services

The Hong Kong Limited Partnership Fund (HKLPF) structure has gained popularity among Hong Kong and Chinese fund managers for its flexibility, cost advantages, expeditious set up and operational efficiency. HKLPFs are good for closed-ended funds (e.g. private equity funds, venture capital funds, case funds, pre-IPO funds etc) that are offered to Asian investors primarily.

Willa Legal is a trusted boutique Hong Kong law firm offering private investment funds related legal services. The founder, Willa Chan, is a seasoned Hong Kong fund lawyer, who has assisted fund managers in fund structuring, formation and compliance work and has published a legal practitioners’ reference text - The Annotated Ordinances of Hong Kong: The Limited Partnership Fund Ordinance (Cap. 637).

Willa Legal is your trusted HKLPF legal advisers. In your journey of structuring, forming and launching a fund that adopts HKLPF structure, Willa Legal is delighted to work with your team to:

A. HKLPF set up phase

1. Prepare a standard form of the initial limited partnership agreement between the initial limited partner and the general partner (GP);
2. Prepare the application form to establish the HKLPF (Form LPF1) to be submitted to the Hong Kong Companies Registry;
3. Draft a board resolution of the GP for submitting the application to register the HKLPF with the Hong Kong Companies Registry; and
4. Submit the registration application of the HKLPF to the Hong Kong Companies Registry.

B. Fund raising phase

1. Review a pitchbook to be sent to potential investors on a high level basis;
2. Draft a template non-disclosure agreement between the investment manager, the general partner and potential investors for distribution of fund-related documents;
3. Advise on management and ownership structure of the fund from a legal perspective; and
4. Draft a term sheet for the fund.

C. Bank account opening phase

1. Prepare a preliminary form of amended and restated limited partnership agreement and short form disclosure document purely for bank account opening purpose; and
2. Prepare certified true copies for bank account opening.

D. Fund offering documents drafting phase

1. Draft an amended and restated limited partnership agreement of the fund (“ARLPA”);
2. Draft a pro forma subscription agreement for investors for subscription of interests in the fund (“Subscription Agreement”);
3. Draft a short form disclosure schedule to be appended to the Subscription Agreement to address the disclosure requirements under the Fund Manager Code of Conduct published by the SFC (“Disclosure Schedule”);
4. Draft an investment management agreement between the GP (for itself and on behalf of the fund) and the investment manager (“IMA”), that also covers the investment manager’s role as the anti-money laundering responsible person of the HKLPF;
5. Coordinate the review of the ARLPA, Subscription Agreement, Disclosure Schedule and the IMA with the other fund service providers for the fund; and
6. Draft a launch board resolution of the GP in anticipation for launch.

E. Fund launch phase

1. Finalise the ARLPA, Subscription Agreement, Disclosure Schedule and IMA in anticipation for launch; and
2. Coordinate with the fund service providers and the investment manager for initial closing of the fund.

HSBC BusinessGo members may contact us through the HSBC BusinessGo platform regarding the services.