Simultaneous Business Registration Applications on Registration of LPFs and Revision of Specified Forms for LPFs

A. The Hong Kong Companies Registry will issue a Certificate of Registration and a Business Registration Certificate for LPFs in one go

The Hong Kong Companies Registry has announced the commencement of simultaneous business registration applications on registration of limited partnership funds (“LPFs”) and the revision of specified forms for LPFs with effect from 27 December 2023.

Starting from 27 December 2023, an LPF applicant who applies for registration of an LPF will be deemed to have made a simultaneous application for business registration. The “Notice to Business Registration Office” (IRBR4) must be submitted together with the prescribed business registration fee and levy at the time when an application is made for registration of an LPF. No separate application has to be submitted to the Business Registration Office of Inland Revenue Department (“IRD”).

Upon approval of the application, the Registrar of Companies will issue a Certificate of Registration and a Business Registration Certificate in one go on A4 size white papers for paper applications and in electronic form for electronic applications. Certificates in paper form or electronic form have the same legal effect.

B. LPF applicants must use the revised specified forms starting from 27 December 2023

Besides, to facilitate the implementation of the Companies Registry's revamped information system, six specified forms for LPFs have been revised for use starting from 27 December 2023:

Form LPF1 “Application for Registration of Limited Partnership Fund”

Form LPF2 “Application for Registration of a Specified Fund as a Limited Partnership Fund”

Form LPF4A “Notification of Change in Address, Location of Records and Investment Scope of Limited Partnership Fund”

Form LPF4B “Notification of Change in Particulars of General Partner, Authorized Representative, Investment Manager and Responsible Person of Limited Partnership Fund”

Form LPF4C “Notification of Change of General Partner, Authorized Representative, Investment Manager and Responsible Person of Limited Partnership Fund”

Form LPF10 “Application for Registration of a Non-Hong Kong Fund as a Limited Partnership Fund”

C. Changes of particulars of LPFs are deemed to be made to IRD when Hong Kong Companies Registry is notified except change in business address

Previously, an LPF was required to notify the Hong Kong Companies Registry and the Inland Revenue Department respectively of changes in LPF particulars. Pursuant to the new section 8(2D) of the Business Registration Ordinance (“BRO”), where LPFs have filed notifications with the Hong Kong Companies Registry reporting changes of the following particulars, the Hong Kong Companies Registry will transmit the particulars to the IRD after the related notification is registered or recorded under the Limited Partnership Fund Ordinance and, on the registration or recording, the LPF is treated as having notified the IRD of the relevant changes under the BRO:

1. 1. Change of name of an LPF;
   2. Withdrawal, removal or replacement of the general partner in an LPF;
   3. Change in the particulars in respect of the general partner in an LPF, including the name, the number of the identity card, the number of the passport or the business registration number of the general partner; and
   4. Change in the address of the registered office, or in the principal place of business of an LPF.

Nevertheless, notwithstanding that the change of address of registered office and principal place of business of an LPF are covered by the simultaneous notification service, the requirement for LPFs to notify the IRD of a change of business address under the BRO remains unchanged. Where the business address of an LPF is the same as its registered office address or principal place of business, the LPF concerned is still required to notify the Business Registration Office of IRD of the change of business address by submitting a written notification or a completed Form IRC3111A.

For more details, please visit Companies Registry External Circular No. 6 / 2023. If you have any questions on the above, please feel free to contact us at info@willalegal.com.