New Limited Partnership Fund
The Limited Partnership Fund Ordinance (Cap. 637), which came into effect on 31 August 2020, introduces the limited partnership fund, a new entity type for private equity and venture capital funds in Hong Kong.
The new limited partnership regime will be a registration scheme administered by the Companies Registry. We help clients to:
- Arrange for the registration of a limited partnership fund with the Companies Registry
- Comply with the filing obligations in relation to the change in the particulars relating to a limited partnership fund after registration
- Attend to ongoing maintenance of a limited partnership fund and any related entities under Companies Ordinance including but not limited to:
- Establishment of Hong Kong companies
- Registration of non-Hong Kong companies
- Provision of registered office, named company secretary, authorised representative under Part 16 of the Companies Ordinance and designated representative and maintenance of Significant Controller Register
- Annual compliance services
- Support the corporate changes and subsequent filing with the Companies Registry
- Migrate the existing funds registered under Limited Partnership Ordinance (Cap.37) to the limited partnership fund regime
- Dissolve a limited partnership fund and any related entities
Cayman Funds Registration Regime
The Cayman Islands Government has introduced new registration requirement on both private funds and previously exempted mutual funds under the Private Funds Law 2020 and the Mutual Funds (Amendment) Law which were both enacted on 2 February 2020.
Alongside CIMA registration, funds that come under the laws must file audited accounts and with an annual return. We help clients to:
- Assist funds in determining how to comply with the registration requirements and on-going reporting obligations
- Fill in the funds registration form and submit to CIMA
- Arrange payment of annual registration fees
- Prepare fund annual return
Entity formation
We assist clients in establishing business presence in Hong Kong and overseas
- Advise on the use of appropriate legal structure in Hong Kong / other jurisdictions to suit the client’s business needs
- Assist in the incorporation / registration of companies, branches, limited partnerships and representative offices in Hong Kong
- Assist in the establishment of non-profit making or charitable organisations
- Assist in the opening of bank accounts
Corporate compliance and entity maintenance
We assist clients in dealing with on-going compliance and entity maintenance matters locally and globally by collaborating with PwC’s global network
- Act as a named company secretary / authorised representative / nominee shareholder
- Provide registered office / correspondence address
- Ensure proper maintenance of statutory registers and records
- Attend to statutory filings in compliance with local requirements
- Prepare paperwork in relation to annual general meetings
- Advise on on-going and ad hoc compliance requirements
- Provide coordinated local and cross-border corporate compliance services
- Conduct health check on compliance status of local and overseas entities
Corporate governance and best practices
We share our experience of effective governance and our framework of subsidiary risk management with a global perspective
- Advise on best practices of corporate governance standards and changes to relevant legislations
- Advise on setting corporate governance policies and subsidiary governance framework (e.g. board composition and authority framework)
- Provide directors’ training
- Assist in the implementation of corporate actions to ensure compliance with company’s constitutional documents and the local rules and regulations
- Advise and assist companies with reporting and compliance requirements of the Hong Kong Listing Rules
- Facilitate holding of committee, directors' and shareholders' meetings and drafting of the relevant minutes and corporate documents
Expansion
We assist clients in expansion and mergers and acquisitions
- Assist in establishing business presence in Hong Kong or other jurisdictions to support business expansion
- Conduct due diligence review on corporate and statutory records of Hong Kong entities
- Advise on and implement remedial actions for any irregularities identified in the corporate due diligence
- Provide support in post-acquisition administration, including administering acquired entities and handling the relevant compliance obligations
Corporate restructuring and entity rationalisation
We support clients in managing changes as business grows
- Assist in the implementation of group re-organisation including without limitation to share transfer, share allotment, alteration of share capital, court-free capital reduction, share buy-back and court-free amalgamation
- Handle application to the Inland Revenue Department for stamp duty relief
- Review group structure and advise on structure simplification strategy to enhance risk management and operational efficiency
- Assist in application for dormant status and dissolution such as deregistration or members’ voluntary winding-up of Hong Kong companies
- Provide comprehensive support in rationalising group entity structure, from planning and pre-implementation due diligence to implementation including project management
