Cap. 37

To establish limited partnerships. [1 June 1912](Format changes—E.R. 2 of 2019) 1. Short title This Ordinance may be cited as the Limited Partnerships Ordinance.(Amended 43 of 1912 Schedule; 5 of 1924 s. 6) 2. Interpretation (1) In this Ordinance, unless the context otherwise requires—firm (商號), firm name (商號名稱), and business (業務) have the same meanings as in the Partnership Ordinance (Cap. 38);general partner (普通合夥人) means any partner who is not a limited partner as defined by this Ordinance;Registrar of Companies (公司註冊處處長) means the officer appointed for the registration of companies under the Companies Ordinance (Cap. 622). (Amended 28 of 2012 ss. 912 & 920) Application (2) This Ordinance shall apply to partnerships carrying on business in Hong Kong. (Replaced 23 of 1999 s. 3)(Amended 43 of 1912 Schedule)[cf. 1907 c. 24 s. 3 U.K.] 3. Definition and constitution of limited partnership (1) Limited partnerships may be formed in the manner and subject to the conditions by this Ordinance provided. (Amended 43 of 1912 Supp. Schedule; G.N. 246 of 1913)(2) A limited partnership must consist of one or more persons called general partners, who shall be liable for all debts and obligations of the firm, and one or more persons to be called limited partners, who shall at the time of entering into such partnership contribute thereto a sum or sums as capital or property valued at a stated amount, and who shall not be liable for the debts or obligations of the firm beyond the amount so contributed. (Amended 5 of 1924 Schedule; 30 of 2004 s. 3)(3) A limited partner shall not during the continuance of the partnership, either directly or indirectly, draw out or receive back any part of this contribution, and if he does so draw out or receive back any such part, shall be liable for the debts and obligations of the firm up to the amount so drawn out or received back.(4) A body corporate may be a limited partner.[cf. 1907 c. 24 s. 4 U.K.] 4. Registration of limited partnership required (1) Every limited partnership (other than a non-Hong Kong limited partnership as defined by section 2 of the Limited Partnership Fund Ordinance (Cap. 637)) must be registered as such in accordance with the provisions of this Ordinance, or in default thereof it shall be deemed to be a general partnership and every limited partner shall be deemed to be a general partner. (Amended 14 of 2020 s. 105)(2) Despite subsection (1), a limited partnership fund, as defined by section 2 of the Limited Partnership Fund Ordinance (Cap. 637), is not eligible to be registered under this Ordinance. (Added 14 of 2020 s. 105)(Amended E.R. 5 of 2020)[cf. 1907 c. 24 s. 5 U.K.] 5. Modifications of general law in case of limited partnerships (1) A limited partner shall not take part in the management of the partnership business, and shall not have power to bind the firm:Provided that a limited partner may by himself or his agent at any time inspect the books of the firm and examine into the state and prospects of the partnership business, and may advise with the partners thereon.(2) If a limited partner takes part in the management of the partnership business, he shall be liable for all debts and obligations of the firm incurred while he so takes part in the management as though he were a general partner.(3) A limited partnership shall not be dissolved by the death or bankruptcy of a limited partner, and the lunacy of a limited partner shall not be a ground for dissolution of the partnership by the court unless the lunatic’s share cannot be otherwise ascertained and realized.(4) In the event of the dissolution of a limited partnership its affairs shall be wound up by the general partners unless the court otherwise orders.(5) Application to the court to wind up a limited partnership shall be by petition under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), and the provisions of that Ordinance relating to the winding-up of companies by the court and of the rules made thereunder (including provisions as to fees) shall, subject to such modification (if any) as the Chief Executive in Council may by rules provide, apply to the winding-up by the court of limited partnerships, with the substitution of general partners for directors. (Amended 23 of 1999 s. 3; 28 of 2012 ss. 912 & 920)(6) Subject to any agreement expressed or implied between the partners—(a) any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the general partners;(b) a limited partner may, with the consent of the general partners, assign his share in the partnership, and upon such an assignment the assignee shall become a limited partner with all the rights of the assignor;(c) the other partners shall not be entitled to dissolve the partnership by reason of any limited partner suffering his share to be charged for his separate debt;(d) a person may be introduced as a partner without the consent of the existing limited partners;(e) a limited partner shall not be entitled to dissolve the partnership by notice.[cf. 1907 c. 24 s. 6 U.K.] 6. Law as to private partnership to apply Subject to the provisions of this Ordinance, the Partnership Ordinance (Cap. 38), and rules of equity and of common law applicable to partnerships, except so far as they are inconsistent with the express provisions of the last-mentioned Ordinance, shall apply to limited partnerships. 7. Manner and particulars of registration The registration of a limited partnership shall be effected by sending by registered post or delivering to the Registrar of Companies for registration a statement signed by the partners containing the following particulars— (Amended 28 of 2012 ss. 912 & 920)(a) the firm name;(b) the general nature of the business;(c) the principal place of business;(d) the full name of each of the partners;(e) the term, if any, for which the partnership is entered into, and the date of its commencement;(f) a statement that the partnership is limited, and the description of every limited partner as such;(g) the sum contributed by each limited partner, and whether paid in cash or how otherwise.[cf. 1907 c. 24 s. 8 U.K.] 8. Registration of changes in partnerships (1) If during the continuance of a limited partnership any change is made or occurs in—(a) the firm name;(b) the general nature of the business;(c) the principal place of business;(d) the partners or the name of any partner;(e) the term or character of the partnership;(f) the sum contributed by any limited partner;(g) the liability of any partner by reason of his becoming a limited instead of a general partner or a general instead of a limited partner,a statement, signed by the firm, specifying the nature of the change shall within 7 days be sent by post or delivered to the Registrar of Companies for registration. (Amended 28 of 2012 ss. 912 & 920)(2) If default is made in compliance with the requirements of this section, each of the general partners shall be liable on summary conviction to a fine of $50 for each day during which the default continues. (Amended 21 of 1912 s. 2; 22 of 1950 Schedule)[cf. 1907 c. 24 s. 9 U.K.] 9. Advertisement of certain changes Notice of any arrangement or transaction under which any person will cease to be a general partner in any firm and will become a limited partner in that firm, or under which the share of a limited partner in a firm will be assigned to any person, shall be forthwith advertised in the Gazette, and until notice of the arrangement or transaction is so advertised the arrangement or transaction shall, for the purposes of this Ordinance, be deemed to be of no effect.[cf. 1907 c. 24 s. 10 U.K.] 10. (Repealed 19 of 1977 s. 2) 11. Making false returns to be misdemeanor Any person who makes, signs, sends or delivers for the purpose of registration under this Ordinance any false statement known by him to be false or any incomplete statement known by him to be incomplete shall be guilty of an offence triable upon indictment.(Amended 33 of 1939 Schedule; 50 of 1991 s. 4(1))[cf. 1907 c. 24 s. 12 U.K.] 12. Registrar to file statement and issue certificate of registration On receiving any statement made in pursuance of this Ordinance and upon receipt of the prescribed fee payable in respect thereof, the Registrar of Companies shall cause such statement to be filed, and he shall send by registered post to the firm from whom such statement has been received a certificate of the registration thereof.(Amended 33 of 1939 Schedule; 19 of 1977 s. 3)[cf. 1907 c. 24 s. 13 U.K.] 13. Register and index to be kept The Registrar of Companies shall keep at his office, in proper books to be provided for the purpose, a register and an index of all the limited partnerships as aforesaid, and of all the statements registered in relation to such partnerships.[cf. 1907 c. 24 s. 14 U.K.] 14. Inspection of statements registered (1) Any person may, on payment of the fee specified in the Schedule—(a) inspect the statements registered under this Ordinance; and(b) require to be issued—(i) a certificate of the registration of any limited partnership;(ii) a copy of or extract from any registered statement;(iii) a copy of or extract from any registered statement duly certified by the Registrar of Companies or one of the deputy registrars. (Replaced 19 of 1977 s. 4)(2) A certificate of registration, or a copy of or extract from any statement registered under this Ordinance, if duly certified to be a true copy under the hand of the Registrar of Companies or one of the deputy registrars (whom it shall not be necessary to prove to be the Registrar or deputy registrar) shall, in all legal proceedings, civil or criminal, and in all cases whatsoever, be received in evidence.[cf. 1907 c. 24 s. 16 U.K.] 15. Rules The Chief Executive in Council may make rules providing for— (Amended 23 of 1999 s. 3)(a) (Repealed 19 of 1977 s. 5)(b) the duties or additional duties to be performed by the Registrar of Companies;(c) the performance by deputy registrars and other officers of acts by this Ordinance required to be done by the Registrar of Companies;(d) forms; and(e) generally the conduct and regulation of registration under this Ordinance and any matters incidental thereto.[cf. 1907 c. 24 s. 17 U.K.] 16. Fees (1) There shall be paid to the Registrar of Companies in respect of the several matters set forth in the Schedule the several fees therein specified.(2) The Chief Executive in Council may by order amend the Schedule. (Amended 23 of 1999 s. 3)(Added 19 of 1977 s. 6) Schedule [ss. 14 & 16]Table of Fees Payable to the Registrar of Companies Item Matter in respect of which a fee is payable Fees$ 1. For registering a limited partnership 340.00 And, in addition, for every $1,000 or part of $1,000 of the sum contributed by each limited partner 8.00 2. For registering a statement of any change within the meaning of section 8 occurring during the continuance of a limited partnership 26.00 And, in addition— (a) in the case of a statement of increase of the sum contributed by any limited partner: for every $1,000 or part of $1,000 of such increase 8.00 (b) in the case of a statement specifying that a general partner or any other person has become a limited partner: for every $1,000 or part of $1,000 of the sum contributed by such limited partner 8.00 3. For inspecting under section 14(1) any statement filed by the Registrar of Companies, for each inspection 13.00 4. For issuing under section 14(1) a certificate of the registration of any limited partnership 45.00 5. For issuing under section 14(1) a copy of or extract from any registered statement or part thereof by photostatic means, per sheet or page 5.00 6. For issuing under section 14(1) a copy of or extract from any registered statement or part thereof where the copy or extract is made other than by photostatic means, per folio of 100 words or part thereof of the first or top copy 5.00 For each additional copy or extract after the first or top copy, per folio of 100 words or part thereof 3.00 7. For certifying a copy of or extract from any registered statement 90.00 (Schedule added 19 of 1977 s. 6. Amended L.N. 241 of 1981; L.N. 110 of 1985; L.N. 235 of 1993; L.N. 374 of 1994; L.N. 12 of 1996; L.N. 458 of 1997)