Q & A for Simultaneous Business Registration Applications on Registration of Limited Partnership Funds and Simultaneous Notification of Change of Limited Partnership Fund Particulars

The Companies Registry and the Inland Revenue Department (IRD) jointly implemented the simultaneous business registration applications on registration of LPFs on 27 December 2023. An applicant who applies for registration for an LPF under the Limited Partnership Fund Ordinance (Cap. 637) will be deemed to have made a simultaneous application for business registration. Under this new arrangement, applicants are only required to lodge one single application for both LPF and business registration.

The applicant is required to :

1. submit a completed application form (Form LPF1, LPF2 or LPF10);
2. submit a completed Notice to Business Registration Office (IRBR4) stating whether it has already been registered under the Business Registration Ordinance (Cap. 310); and
   1. if it has been registered, provide the business registration number;
   2. if it has not been registered, indicate whether it elects for a 3-year certificate and provide the full name and residential address / registered office address of the general partner; and
3. pay the prescribed business registration fee and levy and other fees payable under the Limited Partnership Fund Ordinance (Cap.637).

The LPF is no longer required to complete the prescribed application form for business registration (Form1(ca)).

If, immediately before a specified fund registered under the Limited Partnership Ordinance (Cap. 37) is registered as an LPF or immediately before a non-Hong Kong fund is registered as an LPF, as the case may be, the specified partnership or the original partnership has held a valid business registration certificate, the LPF is required to:

• deliver a Form IRBR4 to indicate this fact when the application for registration is made.
• within one month after the registration of the LPF:
  1. notify the IRD of the registration and the registered name of the LPF;
  2. provide the details of the general partner in the LPF;
  3. submit a copy of the Certificate of Registration issued by the Companies Registry; and
  4. submit a copy of the identity proof of the general partner.

The LPF is not required to make the simultaneous business registration application at the time of making the application for registration of LPF.

Under simultaneous business registration applications, applicant for registration of an LPF must apply for "simultaneous business registration" with the Companies Registry unless the LPF has already registered under the Business Registration Ordinance (Cap. 310).

The relevant date is the date of application for registration of LPF (i.e. the date of submission)

Example

On 27 December 2023, an applicant made an application for registration of an LPF and submitted IRBR4. The subject LPF was registered on 3 January 2024.

The Companies Registry will take 27 December 2023 as the relevant date to determine the business registration fee and levy payable. However, the date of registration, i.e. 3 January 2024 will be the start date of the Business Registration Certificate of the subject LPF.

Yes, the fee and levy are refundable. The Companies Registry will notify the applicant of the reason of refusal and refund the business registration fee and levy paid.

All LPFs registered under the simultaneous business registration application must notify the Commissioner of the date of commencement of its business and furnish the relevant business particulars, including description and nature of business and business address in writing within 1 month from the date of commencement of business. The relevant notifications can be made by letter or by completing a standard form IRBR200A.

If an LPF needs a Business Registration Certificate showing the updated particulars urgently, it may submit a completed IRBR200A through Counters 10-12 of the Business Registration Office¹ on the 2nd working days after its date of registration. (see example)

Please click here for the latest arrangement for counter services of the Business Registration Office.

No, the applicant must deliver both the LPF application form (Form LPF1, LPF2 or LPF10) and the Notice to Business Registration Office (IRBR4) in the same means to the Companies Registry.

Both Certificate of Registration and Business Registration Certificate will be issued in the form of electronic records (pdf format) only. Certificates in paper form or electronic form have the same legal effect. You may order a certified copy/duplicate of the Business Registration Certificate at a fee online via GovHK (www.gov.hk/br).

No. The Business Registration Certificates are valid irrespective of whether Payment Instructions are printed on the back page of the certificates.

The Companies Registry will normally issue the Business Registration Certificate and the Certificate of Registration on the 4th working day after the submission date.

The LPF can print the Business Registration Certificate by its own printer and display the printed copy at the business address.

There is no specific restriction under the law on the colour of the paper for printing the Business Registration Certificate. However, the business operator must display the Business Registration Certificate in a legible manner to evidence that its business has already been registered.

The Companies Registry and the IRD jointly implemented the simultaneous notification of change of LPF particulars on 27 December 2023.

The new arrangement saves LPFs the time and efforts of lodging separate notifications of change of LPF particulars or the general partners’ particulars with both the Companies Registry and the IRD.

After the related notice or return of changes of particulars is registered or recorded under the Limited Partnership Fund Ordinance (Cap. 637), the Companies Registry will transmit such particulars to the Commissioner.

Under the simultaneous notification of change of LPF particulars, LPFs are no longer required to notify the Commissioner separately of the changes of the following particulars:

• LPF name
• withdrawal, removal or replacement of the general partner in an LPF
• particulars in respect of the general partner in an LPF, including the name, identity card number, passport number or business registration number of the general partner
• address of the registered office, or the principal place of business of an LPF

Normally, the IRD will send out the amended Business Registration Certificate and amended Branch Registration Certificate(s) by post next working day following the date of Certificate of the Change of Name of the LPF concerned. For LPFs whose Certificate of the Change of Name was issued by the Companies Registry before 27 December 2023, they are still required to notify the IRD in writing or by completing the form (IRC3110A) to amend their Business Registration Certificates.

Usually, the IRD will send out the amended Business Registration Certificate and amended Branch Registration Certificate(s) by post next working day after the date of the Certificate of the Change of Name of LPF. If an LPF needs the amended Business Registration Certificate and amended Branch Registration Certificate(s) urgently, it may collect the amended certificate from the Business Registration Office in person by following the arrangements below -

1. Certificate of the Change of Name of LPF in paper
   • Send a copy of the Notice to the Business Registration Office by fax at 2824 1482 immediately after receiving the Notice of Collection of Certificate(s) ("Notice") issued by the Companies Registry.
   • Indicate in the Notice its Business Registration Number and its intention to collect the amended Business Registration Certificate in person from the Business Registration Office and the date of collection.(see example) Please note that the earliest date for collection is the next working day. (see sample)
   • Collect the amended certificate at Counter 8 of the Business Registration Office¹. To facilitate processing, the LPF is required to show both the Certificate of the Change of Name of Limited Partnership Fund and the Notice sent to the Business Registration Office.
2. Certificate of the Change of Name of LPF in electronic form
   • On the day the LPF receives the e-Certificate, it may submit a notification of change of name of LPF (IRC3110A), together with a printed copy of the e-Certificate, to apply for an amended certificate at Counter 10-12 of the Business Registration Office¹.

Please click here for the latest arrangement for counter services of the Business Registration Office.

¹2/F, Inland Revenue Centre, 5 Concorde Road, Kai Tak, Kowloon, Hong Kong

Yes, the LPF is required to notify the IRD of the change within one month from the date of the change by submitting a written notification or a completed IRC3111A (business address) or IRBR193 (nature of business).

Normally, the public can search through the GovHK the business registration particulars of the LPF 2 working days after the date of the following certificates. (see example)

• Certificate of Registration
• Certificate of Registration of Change of Name

The Business Registration Office will issue an "Application Information Sheet" in place of Form 1(ca).

For LPFs not registered under the simultaneous business registration application service, for example, LPFs already registered under Business Registration Ordinance (Cap. 310) before 27 December 2023, etc., the Business Registration Office will continue to provide the certified extract of information on Business Register in the existing format, i.e. including a copy of the prescribed form submitted upon application for business registration.