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Limited Partnership

Updated: Mar 23



Limited Partnership


A limited partnership (LP) in Hong Kong is a business entity that is formed by two or more partners, with at least one general partner and one limited partner. The general partners have unlimited liability for the debts and obligations of the LP, while the limited partners have liability limited to their capital contributions.


To register a limited partnership in Hong Kong, you need to file the following documents with the Companies Registry:


  • A Limited Partnership Agreement

  • A Certificate of Compliance

  • A Statement of Capital Contributions

  • A Power of Attorney

  • A Registration Fee


The Limited Partnership Agreement is a document that sets out the terms of the partnership, such as the name of the partnership, the purpose of the partnership, the rights and responsibilities of the partners, and the method of dissolution.


The Certificate of Compliance is a document that is issued by a qualified lawyer or accountant to confirm that the limited partnership has been formed in accordance with the law.


The Statement of Capital Contributions is a document that lists the amount of capital that each partner has contributed to the partnership.


The Power of Attorney is a document that authorizes one partner to act on behalf of the other partners.


The Registration Fee is a fee that is payable to the Companies Registry for registering the limited partnership.


The process of registering a limited partnership in Hong Kong can take up to 5 working days.

Here are some of the benefits of setting up a limited partnership in Hong Kong:


  • Limited liability for limited partners

  • Flexibility in terms of ownership and management

  • Tax benefits

  • Ease of formation and operation


Here are some of the drawbacks of setting up a limited partnership in Hong Kong:


  • The need for at least one general partner with unlimited liability

  • Complexities in the formation and operation of the partnership

  • Potential for disputes between the partners


If you are considering setting up a limited partnership in Hong Kong, it is important to consult with Bestar to discuss the specific requirements and implications for your business.


Here are some additional things to keep in mind about limited partnerships in Hong Kong:


  • A limited partnership must have a name that includes the words "limited partnership" or the abbreviation "LP".

  • The limited partnership must have a registered office in Hong Kong.

  • The limited partnership must file an annual return with the Companies Registry.

  • The limited partnership must be dissolved if there are no remaining partners.


Why Hong Kong


There are many reasons why Hong Kong is a good place to set up a business. Here are some of the most important ones:


  • Free economy and free trade. Hong Kong is a free market economy, with few restrictions on trade and investment. This makes it a good place to set up a business that is looking to export or import goods or services.

  • Sound legal system. Hong Kong has a strong legal system that is based on English common law. This provides businesses with a high degree of certainty and predictability.

  • Favorable tax regime. Hong Kong has a relatively low tax regime, with a corporate tax rate of 16.5%. This can save businesses money on their taxes.

  • Pro-business environment. The Hong Kong government is generally supportive of businesses and has put in place a number of measures to make it easy to set up and operate a business in the city.

  • Strategic location. Hong Kong is located at the crossroads of East and West, making it a good base for businesses that are looking to do business in Asia or the rest of the world.

  • Highly skilled workforce. Hong Kong has a highly skilled workforce with a strong work ethic. This can be a valuable asset for businesses that are looking to hire talented employees.

  • Infrastructural support. Hong Kong has a well-developed infrastructure, including a modern airport, seaport, and telecommunications network. This can make it easy for businesses to import and export goods and services, and to communicate with customers and suppliers around the world.


Of course, there are also some challenges to setting up a business in Hong Kong. These include the high cost of living, the competitive business environment, and the complex regulatory framework. However, the overall advantages of setting up a business in Hong Kong outweigh the challenges.


If you are considering setting up a business in Hong Kong, consult with Bestar to discuss your specific needs and circumstances. We can help you make the best decision for your business.


Why Limited Partnership

There are a few reasons why you might choose to set up a limited partnership in Hong Kong.

  • Limited liability for limited partners. Limited partners in a Hong Kong limited partnership have liability limited to their capital contributions. This means that they are not personally liable for the debts and obligations of the partnership. This can be a valuable protection for limited partners, who may not want to risk their personal assets in the business.

  • Flexibility in terms of ownership and management. A limited partnership can have a flexible ownership structure, with one or more general partners and one or more limited partners. The general partners are responsible for managing the business, while the limited partners are only liable for their capital contributions. This can be a good way to attract investors to the business without giving them control over its management.

  • Tax benefits. Limited partnerships in Hong Kong can enjoy certain tax benefits, such as a lower tax rate on profits. This can make them a more attractive option for businesses that are subject to high taxes.

  • Ease of formation and operation. The process of setting up a limited partnership in Hong Kong is relatively simple and straightforward. There are fewer legal requirements than for other business entities, such as companies. This can save time and money.


However, there are also some drawbacks to setting up a limited partnership in Hong Kong.

  • The need for at least one general partner with unlimited liability. As mentioned above, a limited partnership must have at least one general partner who has unlimited liability for the debts and obligations of the partnership. This means that the general partner could lose their personal assets if the business fails.

  • Complexities in the formation and operation of the partnership. The formation and operation of a limited partnership can be more complex than other business entities. This is because there are more legal requirements that need to be met.

  • Potential for disputes between the partners. A limited partnership is a partnership, which means that there is always the potential for disputes between the partners. These disputes can be costly and time-consuming to resolve.


Overall, there are both pros and cons to setting up a limited partnership in Hong Kong. The best way to decide whether or not a limited partnership is right for you is to consult with Bestar. We can help you assess your specific needs and circumstances and recommend the best business structure for your business.


How Bestar can Help


Bestar is a professional services firm that specializes in corporate and commercial law, taxation, and accounting. We have a team of experienced accountants who can help you with all aspects of setting up and operating a limited partnership in Hong Kong.


Here are some of the specific services that Bestar can provide:


  • Advise on the legal and tax implications of setting up a limited partnership in Hong Kong.

  • Draft the limited partnership agreement and other necessary documents.

  • Assist with the registration of the limited partnership with the Companies Registry.

  • Provide ongoing professional and accounting advice to the limited partnership.


Bestar can also help you with other aspects of setting up and operating a business in Hong Kong, such as obtaining a business license, opening a bank account, and hiring employees.


If you are considering setting up a limited partnership in Hong Kong, consult with Bestar. We can help you make the best decision for your business and ensure that it is set up and operated in accordance with the law.


Here are some of the benefits of using Bestar to set up your limited partnership in Hong Kong:


  • We have a team of experienced accountants who can help you with all aspects of the process.

  • We are familiar with the local laws and regulations governing limited partnerships in Hong Kong.

  • We can help you save time and money by taking care of all the paperwork and formalities.

  • We can provide you with ongoing legal and accounting advice to ensure that your limited partnership is compliant with the law.


If you are interested in learning more about how Bestar can help you set up your limited partnership in Hong Kong, you can visit our website or contact us directly.




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