By Michael Titus, Founding Principal, TITUS Solicitors, a Hong Kong solicitor.
Published 13 March 2026 · Last reviewed 9 September 2026
You can’t file the Form LPF1 yourself. Under the Limited Partnership Fund Ordinance (Cap. 637), the Form LPF1 application is made by the proposed general partner but must be submitted on its behalf by a Hong Kong law firm or a solicitor, so a lawyer is in the room whether you wanted one there or not. The Companies Registry’s share is HK$3,034, and the Inland Revenue Department’s business registration fee and levy add HK$2,350. Ours is a scope, not a number, and the scope is the part nobody publishes. So we will. This is what a Hong Kong limited partnership fund costs, and what moves your first close.
1,842 LPFs were on the register at the end of July 2026, up from 1,347 at the end of 2025 (Companies Registry).
What you’re actually registering
Cap. 637 commenced on 31 August 2020. An LPF is not a legal person: s.15 says a limited partnership fund is set up in the form of a limited partnership under the Ordinance and “does not have a legal personality”. The practical consequences run from that one line. The general partner makes the application (s.11(1)) and contracts for the fund. The custody duty in s.22 sits on it as well.
Section 16 hands the rest to the partners. It gives them freedom of contract over the fund’s operation and lists what the agreement may determine: admission and withdrawal of partners, transfer of limited partner interests, management structure, investment scope and strategy, and the partners’ rights and obligations. Section 16(2) says the matters “include” those, so the list is open. The agreement carries the weight a company’s constitution would, because there is no company. That separates it from the corporate options among the other private investment vehicles.
The seven things you need before you file
Seven things have to exist before the Form LPF1 goes anywhere.
- A general partner that qualifies. LPFO s.7(1)(c) takes a natural person 18 or over, a Cap. 622 private company, a private company limited by shares that has re-domiciled to Hong Kong (s.7(1)(c)(iiia), added by 14 of 2025), a registered non-Hong Kong company, a Cap. 37 limited partnership, another LPF, or a non-Hong Kong limited partnership with or without legal personality. There is no residence requirement, and no minimum capital, contribution or fund size in s.7.
- At least one limited partner, with terms agreed. LPFO s.7(1)(b) requires one general partner and at least one limited partner. In practice that is your initial limited partner, and the investment terms you settle with it are what the first agreement gets drafted from.
- An investment scope. The fund cannot be set up for an unlawful purpose, and s.16 puts the scope into the agreement.
- An office in Hong Kong. LPFO s.7(1)(g) requires an office in Hong Kong to which communications and notices may be sent. On registration that address becomes the fund’s registered office under s.18, and it has to stay one: if the fund ceases to have a registered office, the general partner commits an offence.
The three appointments the application names
- An investment manager. LPFO s.20 requires the general partner to appoint one to run the fund’s day-to-day investment management, and item 12 of Schedule 1 names it in the application, so the appointment has to be settled before the Form LPF1 is prepared.
- An authorised representative, but only sometimes. Section 23 requires one only where the general partner is itself another LPF, or a non-Hong Kong limited partnership without legal personality.
- An anti-money laundering responsible person. Section 33 takes an authorized institution, a licensed corporation, an accounting professional or a legal professional; the general partner may act itself.
What is not on that list
The auditor is not on that list. That appointment comes after registration, and s.21 puts it on the general partner.
What a Hong Kong limited partnership fund actually costs, and what changes the number
The fees are set by Schedule 3 to the Limited Partnership Fund Ordinance (Cap. 637), under section 98, and the Companies Registry publishes them against each specified form: registration HK$2,555, lodgement HK$479. Every charge the Registry makes on that scale for a Hong Kong fund, on Schedule 3 to the Limited Partnership Fund Ordinance and the Companies Registry’s specified forms page, checked 9 September 2026:
| What you’re paying for | Fee | Source |
|---|---|---|
| Registering the fund (Form LPF1) | HK$2,555 | Schedule 3, Cap. 637 |
| Lodging the application, non-refundable (Form LPF1) | HK$479 | Schedule 3, Cap. 637 |
| Total payable on registration | HK$3,034 | Schedule 3, Cap. 637 |
| Registering by migration from a Cap. 37 limited partnership (Form LPF2) | HK$3,034 | Schedule 3, Cap. 637 |
| Annual return, within 42 days of each anniversary of the certificate (Form LPF5) | HK$105 | Schedule 3, Cap. 637 |
| Changing the fund’s name (Form LPF3) | HK$1,405 | Schedule 3, Cap. 637 |
| Each of Forms LPF4A, LPF4B and LPF4C | HK$26 | Schedule 3, Cap. 637 |
| Deregistering the fund (Form LPF7) | HK$420 | Schedule 3, Cap. 637 |
| Dissolving the fund (Form LPF8) | HK$26 | Schedule 3, Cap. 637 |
HK$3,034 is the total the Registry charges to register an LPF, not a base with extras on top, and it is the same figure whether the fund is new on Form LPF1 or migrating on Form LPF2. It is not the whole government bill. Form IRBR4 must be delivered with the Form LPF1, and the Inland Revenue Department charges business registration on top: HK$2,200 plus a HK$150 levy for a one-year certificate, or HK$5,720 plus a HK$450 levy for three years, on the IRD fee table for certificates commencing between 1 April 2026 and 31 March 2027. A new LPF therefore starts at HK$5,384 in government charges on a one-year certificate.
What a standard formation covers, and what takes it out of it
The second table has no figures in it. It is what a standard formation covers, and the named causes that take a matter out of standard, as at 9 September 2026.
| What you’re buying | In a standard formation | What takes it out of standard |
|---|---|---|
| Eligibility and name check under LPFO ss.7 to 9 | Yes | A general partner that is a non-Hong Kong limited partnership without legal personality |
| An Initial Limited Partnership Agreement for registration, and the full Limited Partnership Agreement after it | Yes | A distribution waterfall drafted from scratch rather than from a precedent |
| The initial limited partner’s counsel marking up that agreement | Yes, one round | A further round of mark-up, or a side letter |
| Form LPF1 prepared and submitted under s.11(2)(d), with the Form IRBR4 business registration | Yes | None |
| Consent Letters for the investment manager (s.20) and the responsible person (s.33) | Yes | A responsible person appointed from outside the general partner |
| The authorised representative under s.23 | Only where s.23 requires one | Where the general partner is another LPF, or a non-Hong Kong limited partnership without legal personality |
| Documenting the general partner’s auditor appointment after registration (s.21) | Yes | None |
| The investment management agreement, subscription and redemption document templates, and the first closing set | Yes, one class | More than one class of limited partner interests |
| A solicitor taking the s.33 responsible person appointment, or the manager’s Type 9 licence application | No | A separate engagement |
Read the third column before you read the second. It is where the number moves, and each of its causes is visible before any drafting is commissioned: a second class of interests, or a further round of mark-up from a limited partner’s counsel. We don’t publish a range, and the reason is on the fee page.
The two jobs you are paying for
Setting up an LPF is two jobs billed as one: assembling the documents, and deciding the fund’s operation mechanism, which is the order money comes back in and who gets to decide what. Only the second is where judgement changes the outcome, and your investors’ counsel are the ones who test it. Send us the investment terms you have agreed with your initial limited partner before anything is drafted, and we’ll tell you which of them are already market and which are worth arguing about.
What actually takes the time: signature to first close
Registration is the fastest part, and the part with a published turnaround. The Companies Registry’s pamphlet 40 says the certificates “will normally be issued within 4 working days after receipt of the application”. The sequence from first terms to first drawdown, and who sets the pace, as at 9 September 2026:
| Steps | Who sets the pace | What it cannot start without |
|---|---|---|
| Basic investment terms agreed with the initial limited partner | The initial limited partner and its counsel | The fund’s investment objectives |
| Initial Limited Partnership Agreement drafted and settled | Your Hong Kong solicitors and the initial limited partner’s counsel | Agreed initial terms, including the initial subscription amount |
| Forms LPF1 and IRBR4 submitted | Your Hong Kong solicitors (s.11(2)(d)) | Every Schedule 1 item, including the manager and responsible person |
| Certificate of registration issued | The Companies Registry | A complete application (pamphlet 40: 4 working days) |
| Bank account opened for the fund | The bank | A general partner under LPFO s.7(1)(c), with its incorporation documents |
| Limited Partnership Agreement, subscription and redemption document templates and the investment management agreement prepared and signed | Your limited partners and your Hong Kong solicitors | The certificate of registration, so the documents can name the fund |
| First drawdown | Your limited partners | A bank account that can receive it |
One of those seven steps belongs to the Companies Registry. The other six do not.
The two that run the clock are the initial limited partner’s counsel and the bank. A mark-up of the agreement is a negotiation, and negotiations have no service standard. The account cannot start until the general partner exists, and what a bank asks for is in the note on bankable Hong Kong fund structures and AML controls. What you control is how settled your investment terms are before drafting starts. The sharper they are, the shorter the first cycle.
Form LPF1, field by field
Schedule 1 to Cap. 637 lists what the application must contain. The sections behind it say what to collect:
- The fund’s proposed name, cleared against ss.8 and 9.
- The fund’s proposed registered office address in Hong Kong (Schedule 1 item 2).
- The general partner, and the limb of s.7(1)(c) it meets.
- At least one limited partner (s.7(1)(b)).
- The fund’s investment scope and principal place of business (item 3).
- The investment manager (s.20).
- The anti-money laundering responsible person (s.33).
- The authorised representative, where s.23 requires one.
- Item 18: the full name and contact information of the Hong Kong firm or solicitor submitting under s.11(2)(d).
There is no auditor field. The auditor is a post-registration appointment under s.21.
Do you need a law firm to register an LPF?
You can’t file the Form LPF1 yourself. Under the Limited Partnership Fund Ordinance (Cap. 637) the application is made by the proposed general partner (s.11(1)) but must be submitted on its behalf by a Hong Kong firm or a solicitor (s.11(2)(d)), and the Registrar must not register the fund unless that requirement is met (s.12(2)(b)). “Hong Kong firm” there is a defined term, not a loose description: s.11(3) sends you to section 2(1) of the Legal Practitioners Ordinance (Cap. 159), which means a law firm in which all of the partners are solicitors, or whose sole practitioner is a solicitor. A company that happens to be incorporated in Hong Kong is not one.
What you don’t need a solicitor for is the migration route: converting an existing Cap. 37 limited partnership that is already a fund, on Form LPF2, carries no such requirement (s.79(3)). TITUS Solicitors, a Hong Kong law firm, is the firm named under s.11(2)(d) on the Form LPF1 applications it submits, and it drafts the limited partnership agreement those applications sit on. Where the general partner is a newly incorporated Hong Kong company with no trading history, the bank account that has to receive the first drawdown takes longer to open than the fund takes to register, so the account application is the item that starts first. Fund formation work at TITUS is led by Michael Titus, the firm’s Founding Principal and a practising Hong Kong solicitor.
The general partner and the manager company are incorporated in the same file as the fund, with IMSG Corporate Services carrying the company secretary, the registered office and the business registration from week one, so the entity exists before the bank asks to see it.
LPF, OFC or Cayman?
Government and regulator charges only, one fund, as at 9 September 2026, on the Cayman ELP schedule effective 1 January 2025 and the CIMA schedule effective 1 January 2026.
| Decision criterion | Hong Kong LPF | Hong Kong OFC, single private | Cayman ELP, CIMA registered private fund |
|---|---|---|---|
| Charges to set up | HK$3,034 to the Companies Registry, plus HK$2,350 business registration | HK$8,034 to the SFC and the Companies Registry, plus HK$2,350 business registration | USD 1,219.51 (KYD 1,000) ELP registration, before CIMA’s fees |
| Charges each year | HK$105 on Form LPF5, plus the business registration renewal, HK$2,350 at current rates | No Companies Registry annual return fee, plus the business registration renewal, HK$2,350 at current rates | About USD 6,600, including the CIMA fee of USD 5,030.49 (KYD 4,125) |
| Annual filings | Form LPF5 annual return to the Companies Registry, within 42 days of each anniversary | No Companies Registry annual return, but an annual report with audited financial statements filed with the SFC within 4 months of the financial year end | Not applicable |
On recurring charges the gap is with Cayman: about HK$2,455 a year for an LPF, most of it the business registration renewal, against about USD 6,600 for a Cayman ELP registered as a CIMA private fund. Cayman still wins where you are raising from US institutions working off a Cayman-shaped due diligence questionnaire. Business registration is unavoidable on both Hong Kong routes: an application to incorporate an OFC is deemed to be a simultaneous business registration application under s.5A of the Business Registration Ordinance, and the Form LPF1 goes in with the Form IRBR4. Closed-ended and illiquid, take the LPF; open-ended with redemptions, take the OFC. The longer comparison of the OFC and the LPF works through redemptions; the Hong Kong fund structures overview is where to start if you have not chosen one.
What changes if the 2026 tax Bill passes
Status, as at 9 September 2026. The Inland Revenue (Amendment) (Preferential Tax Regimes for Funds, Family-owned Investment Holding Vehicles and Carried Interest) Bill 2026 has not passed. It was gazetted on 12 June 2026 and had its First Reading on 24 June 2026. Bills Committee BC04 has finished its clause-by-clause examination, and the Government said on 12 August 2026 that it aims to resume the Second Reading debate in the second half of this year. On the LegCo bill-progress record there is still no resumption date, no passage date, and no Ordinance gazetted.
If it passes as drafted, digital assets would join Schedule 16C as proposed item 14, for years of assessment beginning on or after 1 April 2025. They are not in it now: the Schedule has eleven classes, none of them digital assets. Until then, DIPN 61 and the carried interest concession are the working position.
Questions we often get asked
How long does it take to register an LPF in Hong Kong?
Four working days for the certificate. The Companies Registry’s pamphlet 40 says certificates “will normally be issued within 4 working days after receipt of the application”. What sets your date is your initial limited partner’s mark-up of the agreement, and the bank account for the first drawdown.
How much does it cost to set up an LPF in Hong Kong?
HK$5,384 in government charges. The Companies Registry charges HK$3,034, being HK$2,555 to register plus a HK$479 lodgement fee under Schedule 3 to the Limited Partnership Fund Ordinance. The Inland Revenue Department charges HK$2,200 plus a HK$150 levy for a one-year business registration certificate on Form IRBR4. Professional fees, such as legal, accounting and auditing fees, are separate.
Do I need a law firm to register an LPF, or can I do it myself?
You can’t file Form LPF1 yourself. LPFO s.11(2)(d) requires it to be submitted on the general partner’s behalf by a Hong Kong law firm or a solicitor. TITUS Solicitors advises on Hong Kong limited partnership funds and open-ended fund companies, including registration, fund documentation, SFC licensing for the investment manager, and virtual asset fund structures.
Who has to sign Form LPF1?
The proposed general partner. LPFO s.11(1) says the application is made by the proposed general partner, and s.11(2)(d) requires it to be submitted on that partner’s behalf by a Hong Kong law firm or a solicitor. The firm submits; it does not apply.
Can a foreign person or company be the general partner of a Hong Kong LPF?
Yes. LPFO s.7(1)(c) allows a registered non-Hong Kong company, or a non-Hong Kong limited partnership with or without legal personality, to be the general partner, and imposes no Hong Kong residence requirement. Where that partnership has no legal personality, s.23 also requires an authorised representative.
Does an LPF need an office in Hong Kong?
Yes. LPFO s.7(1)(g) makes an office in Hong Kong an eligibility requirement, and s.18(1) makes a registered office in Hong Kong a continuing one, to which communications and notices may be sent. Neither s.7 nor the Companies Registry’s LPF FAQ sets any minimum capital, contribution or fund size.
What is a responsible person and who can be one?
It is the appointment LPFO s.33 requires for the fund’s anti-money laundering measures. Section 33 takes an authorized institution, a licensed corporation, an accounting professional or a legal professional. A law firm cannot: “legal professional” means a solicitor or foreign lawyer under Cap. 159, and both are individuals.
Does an LPF have to be audited every year?
Yes. LPFO s.21 requires an auditor, a practice unit as defined by section 2(1) of the Accounting and Financial Reporting Council Ordinance (Cap. 588), independent of the general partner and the investment manager, and s.21(3)(b) requires audits of the fund’s financial statements annually. The appointment comes after registration, and Form LPF1 has no auditor field.
Can I convert an existing Hong Kong limited partnership into an LPF?
Yes, but only if it is already a fund. LPFO s.79 opens a migration route on Form LPF2 for a fund set up in the form of a limited partnership registered under the Limited Partnerships Ordinance (Cap. 37), and it must meet the s.7 eligibility requirements. Form LPF2 carries no Hong Kong firm or solicitor requirement.
Before you spend money on drafting
If you’re aiming at a first close in Q1, send us the term sheet now and we’ll tell you what’s missing before you spend money on drafting.
TITUS Solicitors acts on both routes into the Limited Partnership Fund Ordinance: the Form LPF1 registration, which only a Hong Kong law firm or a solicitor may submit (s.11(2)(d)), and the Form LPF2 migration, which carries no such requirement (s.79(3)), so the firm says which route a fund is on before anyone is engaged to file anything.
The document nobody starts in week one is usually a company. A general partner is an entity somebody has to incorporate, the manager sitting beside it is another, and where an investor asks for a feeder, a second vehicle that pools a group of investors and comes into the main fund as one limited partner, that is a third, with shareholder terms between the founders underneath all of it. The Type 9 question the second table parks as a separate engagement is prepared here too, on its own scope. What a first close actually needs is a registered fund, a general partner that exists on paper and in a bank’s system, a manager company, and a set of filings.
Send the structure through the consultation page and you’ll have a fee estimate in two working days.
Disclaimer: This article is for general information only and is not legal advice. It states the law of Hong Kong as at 9 September 2026. For advice on your situation, contact TITUS Solicitors.