Limited Partnership Agreement (Hong Kong)

A Limited Partnership Agreement (Hong Kong) is a legal contract that establishes a limited partnership under the Limited Partnerships Ordinance (Cap. 37) and defines the roles, rights, obligations, and financial arrangements of the general partner(s) and limited partner(s). A limited partnership is a distinct business structure under Hong Kong law that combines unlimited-liability management partners — who run the business — with liability-capped investor partners who contribute capital without taking on management responsibilities.

Under Cap. 37, a limited partnership consists of at least one general partner and at least one limited partner. General partners manage the partnership business and bear unlimited personal liability for all debts and obligations of the partnership — the same unlimited liability position as partners in an ordinary general partnership under the Partnership Ordinance (Cap. 38). Limited partners contribute a stated amount of capital to the partnership and their personal liability is strictly capped at the amount of their contribution. In exchange for this liability cap, limited partners must not participate in the management of the partnership business. Section 6(1) of Cap. 37 provides that a limited partner who takes part in management loses their limited liability protection for the period of their participation and becomes personally liable as a general partner for all debts and obligations incurred during that period.

Registration with the Companies Registry is mandatory under Section 5 of Cap. 37 before the limited liability protection applies. The Registrar of Companies requires a registration statement setting out the firm name, general nature of the business, principal place of business in Hong Kong, full names and roles of all partners (specifying each as general or limited), the term of the partnership if fixed, the date of commencement, and the amount of each limited partner’s capital contribution. A limited partnership that fails to register is treated in law as an ordinary general partnership — all partners, including intended limited partners, bear unlimited personal liability for the partnership’s debts. Changes to the partnership structure must be registered under Section 9 of Cap. 37.

The limited partnership must also register under the Business Registration Ordinance (Cap. 310) and obtain a Business Registration Certificate within one month of commencing business. Stamp duty under the Stamp Duty Ordinance (Cap. 117) may apply to assignments of limited partner interests where the partnership holds Hong Kong stock or immovable property.

Limited partnerships in Hong Kong are used across a wide range of commercial and investment contexts: private equity and venture capital fund structures (alongside the dedicated Limited Partnership Fund regime introduced under the Limited Partnerships (Amendment) Ordinance 2021); real estate joint ventures; family wealth and succession planning structures; professional practices with passive investor partners; and businesses where some participants wish financial participation without management responsibility or unlimited personal liability. The Partnership Ordinance (Cap. 38) applies to all matters not specifically addressed by Cap. 37. Download a free Limited Partnership Agreement template on forms-legal.com, compliant with Cap. 37 requirements.

The Limited Partnership Fund (LPF) regime introduced under the Limited Partnerships (Amendment) Ordinance 2021 provides an alternative structure for fund managers seeking enhanced privacy — LPF registers are not publicly accessible at the Companies Registry in the same way as ordinary limited partnership registers. However, the traditional limited partnership under Cap. 37 remains appropriate for non-fund commercial structures and smaller investment vehicles where the full LPF framework requirements are disproportionate. The choice between Cap. 37 structure and LPF structure should be considered with legal advice from a Hong Kong solicitor experienced in funds and corporate law.

A Limited Partnership Agreement (Hong Kong) is needed before parties commence business together in a structure where some partners wish to limit their liability to the amount of their capital contribution while others manage the business with unlimited liability. Several circumstances require this specific document.

Investment structures: Limited partnerships are widely used in Hong Kong for private equity funds, venture capital funds, real estate investment vehicles, and other investment structures where fund managers (general partners) manage the portfolio and investors (limited partners) contribute capital with liability capped at their contribution. The 2021 Limited Partnership Fund (LPF) regime introduced under the Limited Partnerships (Amendment) Ordinance 2021 created a fund-specific structure with privacy protections, but traditional limited partnerships under Cap. 37 remain in use for smaller commercial and investment structures that do not require the full LPF framework.

Family business and real estate joint ventures: Families structuring joint real estate investment, multi-generational wealth structures, or operating businesses often use a limited partnership where the active family member or trustee acts as general partner — managing the business and bearing unlimited liability — while passive family members, family trusts, or holding companies invest as limited partners with capped exposure. The written agreement governs income distribution, capital return, succession on a partner’s death or incapacity, and the procedure for admitting new limited partners.

Professional practices with non-participating investor partners: Some professional or service businesses use a limited partnership structure to accommodate investor partners who contributed start-up capital but do not participate in management. The agreement must carefully define the boundary between permitted activities for limited partners — such as inspecting accounts, attending information meetings, and approving reserved matters — and management participation that would destroy limited liability under Section 6(1) of Cap. 37.

Before Companies Registry registration: The Limited Partnership Agreement must be fully executed before the registration statement is filed with the Registrar of Companies under Section 5 of Cap. 37. Registration is an absolute condition of the limited liability protection — a limited partnership that fails to register is treated as an ordinary general partnership under Cap. 38, and all partners bear unlimited personal liability for the partnership’s debts. The Registrar of Companies requires the statement to set out the firm name, nature of business, principal place of business in Hong Kong, names and roles of all partners, term, commencement date, and each limited partner’s contribution amount.

Banking and third-party requirements: Hong Kong banks — including HSBC, Hang Seng Bank, and Standard Chartered — require a Limited Partnership Agreement as part of the business account opening documentation for the limited partnership, alongside the Business Registration Certificate under Cap. 310, the Companies Registry certificate of registration, and the HKID or passport copies of all partners. Third-party counterparties such as property landlords, lenders, and investors also routinely require a copy of the agreement to verify the authority of the general partner to bind the limited partnership.

Changes to partnership structure: When a new limited partner joins, an existing limited partner transfers their interest, or an existing partner changes from general to limited partner status, the change must be registered with the Registrar of Companies under Section 9 of Cap. 37. The Limited Partnership Agreement must be amended by way of a supplemental agreement to reflect the new structure before registration.

A Hong Kong Limited Partnership Agreement should include the following elements to comply with the Limited Partnerships Ordinance (Cap. 37) and properly govern the relationship between general and limited partners.

Partners and roles: Full legal names, HKID numbers (for individual partners) or Companies Registry registration numbers and jurisdictions of incorporation (for corporate partners), and contact details of all general and limited partners. Each partner’s designation as a general partner or limited partner must be stated explicitly and unambiguously, as this designation determines their liability exposure, management rights, and obligations under Cap. 37. A corporate entity may act as general partner — this is common in fund structures where a special purpose vehicle acts as the general partner to limit the fund manager’s personal exposure.

Firm name and principal place of business: The registered firm name of the limited partnership as it will appear on the Companies Registry registration statement, the general nature of the business or investment activity, and the principal place of business in Hong Kong — all required for registration under Section 5 of Cap. 37. The firm name must not be the same as or deceptively similar to an existing registered business name. If the firm name is not the names of all the partners, it must comply with the Business Names Registration Ordinance (Cap. 612).

Capital contributions: The specific HKD amount (or value of non-cash assets) contributed by each limited partner, the form of contribution (cash, property, equipment, intellectual property, or other assets), and the payment schedule. Under Section 6(2) of Cap. 37, a limited partner who withdraws any part of their capital contribution during the life of the partnership becomes personally liable for partnership debts up to the amount withdrawn — the agreement must specify clearly that capital cannot be withdrawn without the general partner’s consent and appropriate documentation. The agreement should also address additional capital calls in the event the partnership requires further funding.

Profit and loss sharing: The ratio in which net profits and losses are allocated among all partners — both general and limited. The agreement should specify the timing of profit distributions (monthly, quarterly, or annually), the mechanics of calculating distributable profit (after deducting the general partner’s management fee and expenses), and the priority of distributions where there are multiple classes of limited partner with different entitlements. The default rule under Cap. 38 (equal sharing) should be expressly overridden.

Management authority of the general partner: A detailed specification of the general partner’s management powers — including authority to enter contracts, employ and dismiss staff, open and operate bank accounts, acquire and dispose of assets, and bind the partnership in all ordinary course transactions — and the matters reserved for all partners’ approval. Reserved matters typically include: amendment of the partnership agreement, admission of new partners, change of the principal place of business, dissolution of the partnership, and transactions above a defined value threshold.

Limited partner restrictions and permitted activities: The agreement must clearly specify what limited partners are and are not permitted to do under Section 6(1) of Cap. 37. Permitted activities — such as reviewing partnership accounts, attending information meetings, approving reserved matters, and receiving reports — should be listed. Any activity that could constitute management participation must be identified and prohibited to preserve limited liability status. The agreement may also grant limited partners specific consent rights over major decisions.

Transfer and assignment: The process for a limited partner to assign their interest to a third party — requiring the general partner’s prior written consent, execution of an assignment deed, and registration of the assignment with the Companies Registry under Section 9 of Cap. 37 before the assignee can become a substituted limited partner. Rights of pre-emption for other partners, tag-along rights, and drag-along rights should be addressed.

Dissolution and winding up: The grounds for dissolution under Cap. 37 and Cap. 38 — expiry of fixed term, notice by a general partner, death or bankruptcy of a general partner (unless the agreement provides otherwise), court order — and the procedure for realising partnership assets, paying creditors, returning limited partners’ capital contributions, and distributing any surplus. The agreement may provide for the limited partnership to continue despite the departure of a general partner if a replacement is appointed promptly. Download this Limited Partnership Agreement template free from forms-legal.com in PDF or Word format, compliant with Cap. 37 requirements.