Introduction to the Limited Partnership Fund Ordinance

Master Hong Kong's modern legal framework for private equity and venture capital funds

Duration / CPT Hours

2 Hours

Level

Professional

Format

Recorded Video

Course Fee

HKD 950

Course Overview

The Limited Partnership Fund Ordinance, Cap. 637, represents a major step in strengthening Hong Kong's position as a leading global asset management hub. It introduces a purpose-built, modern legal framework that allows private equity, venture capital, and other closed-ended funds to be established onshore with the flexibility and features that fund managers expect from international fund jurisdictions.

This comprehensive seminar provides a practical understanding of the LPF regime, covering registration, governance, compliance, dissolution, migration, and enforcement provisions.

What You'll Learn

Understanding the legislative purpose and strategic context of Cap. 637
Mastering fund definitions and the three-limb test under Section 3
Navigating registration requirements and eligibility criteria
Understanding general partner duties, limited partner protections, and safe harbor activities
Applying AML/CTF compliance obligations and record-keeping requirements
Managing name changes, deregistration, and dissolution procedures
Exploring migration from Cap. 37 and re-domiciliation from foreign jurisdictions

Course Structure

1

Part 1: Legislative Framework & Definitions

Overview of Cap. 637 objectives, key definitions, and the fund eligibility test.

2

Part 2: Registration & Governance

Application procedures, general partner duties, mandatory appointments, and contractual flexibility.

3

Part 3: Compliance & Record-Keeping

AML/CTF obligations, financial statements, controller identification, and access restrictions.

4

Part 4: Lifecycle Management

Name changes, striking off, voluntary deregistration, dissolution, and winding up procedures.

5

Part 5: Migration & Re-domiciliation

Part 7 migration from Cap. 37 and Part 7A re-domiciliation from foreign jurisdictions.

Key Topics Covered

Fund Structure & Eligibility

  • •Three-limb fund definition test
  • •Eligibility requirements under Section 7
  • •General partner categories and naming rules
  • •Registered office and lawful purpose requirements

Governance & Operations

  • •Contractual flexibility under Section 16
  • •Distribution rights and solvency requirements
  • •Mandatory appointments (Investment Manager, Auditor, Custodian)
  • •Authorized representative requirements

Compliance Framework

  • •AML/CTF responsible person obligations
  • •Record-keeping and retention periods
  • •Controller identification requirements
  • •Criminal sanctions for violations

Fund Lifecycle

  • •Voluntary and mandatory name changes
  • •Striking off and deregistration procedures
  • •Dissolution triggers and winding up
  • •Migration and re-domiciliation pathways

Who Should Attend

Private equity and venture capital professionals
Fund managers and general partners
Legal advisors in fund structuring
Compliance officers at asset managers
Family office professionals
Investment consultants and service providers

Certificate of Attendance

Upon completion, participants will complete a short multiple-choice quiz to reinforce key concepts. After passing the assessment (60% or higher), you will receive an official Certificate of Attendance issued by Legal & Compliance, which may be used to support your CPT record and professional development requirements.

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