Limited Partnerships Ordinance


Published: 1997-06-30

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Cap 37 - LIMITED PARTNERSHIPS ORDINANCE 1

Chapter: 37 LIMITED PARTNERSHIPS ORDINANCE Gazette Number Version Date

Long title 30/06/1997


To establish limited partnerships.


[1 June 1912]

(Originally 18 of 1912 (Cap 37, 1950))

Section: 1 Short title 30/06/1997


This Ordinance may be cited as the Limited Partnerships Ordinance.
(Amended 43 of 1912 Schedule ; 5 of 1924 s. 6)


Section: 2 Interpretation L.N. 163 of 2013 03/03/2014


(1) In this Ordinance, unless the context otherwise requires-
"firm" (商號), "firm name" (商號名稱), and "business" (業務) have the same meanings as in the Partnership

Ordinance (Cap 38);
"general partner" (普通合夥人) means any partner who is not a limited partner as defined by this Ordinance;
"Registrar of Companies" (公司註冊處處長) means the officer appointed for the registration of companies under the

Companies Ordinance (Cap 622). (Amended 28 of 2012 ss. 912 & 920)

Application


(2) This Ordinance shall apply to partnerships carrying on business in Hong Kong. (Replaced 23 of 1999 s. 3)
(Amended 43 of 1912 Schedule)

[cf. 1907 c. 24 s. 3 U.K.]

Section: 3 Definition and constitution of limited partnership L.N. 187 of 2007 14/12/2007


(1) Limited partnerships may be formed in the manner and subject to the conditions by this Ordinance
provided. (Amended 43 of 1912 Supp. Schedule; G.N. 246 of 1913)

(2) A limited partnership must consist of one or more persons called general partners, who shall be liable for all
debts and obligations of the firm, and one or more persons to be called limited partners, who shall at the time of
entering into such partnership contribute thereto a sum or sums as capital or property valued at a stated amount, and
who shall not be liable for the debts or obligations of the firm beyond the amount so contributed. (Amended 5 of 1924
Schedule; 30 of 2004 s. 3)

(3) A limited partner shall not during the continuance of the partnership, either directly or indirectly, draw out
or receive back any part of this contribution, and if he does so draw out or receive back any such part, shall be liable
for the debts and obligations of the firm up to the amount so drawn out or received back.

(4) A body corporate may be a limited partner.
[cf. 1907 c. 24 s. 4 U.K.]


Section: 4 Registration of limited partnership required 30/06/1997


Every limited partnership must be registered as such in accordance with the provisions of this Ordinance, or in
default thereof it shall be deemed to be a general partnership and every limited partner shall be deemed to be a general
partner.

[cf. 1907 c. 24 s. 5 U.K.]




Cap 37 - LIMITED PARTNERSHIPS ORDINANCE 2

Section: 5 Modifications of general law in case of limited
partnerships

L.N. 163 of 2013 03/03/2014



(1) A limited partner shall not take part in the management of the partnership business, and shall not have
power to bind the firm:

Provided that a limited partner may by himself or his agent at any time inspect the books of the firm and
examine into the state and prospects of the partnership business, and may advise with the partners thereon.

(2) If a limited partner takes part in the management of the partnership business, he shall be liable for all debts
and obligations of the firm incurred while he so takes part in the management as though he were a general partner.

(3) A limited partnership shall not be dissolved by the death or bankruptcy of a limited partner, and the lunacy
of a limited partner shall not be a ground for dissolution of the partnership by the court unless the lunatic's share
cannot be otherwise ascertained and realized.

(4) In the event of the dissolution of a limited partnership its affairs shall be wound up by the general partners
unless the court otherwise orders.

(5) Application to the court to wind up a limited partnership shall be by petition under the Companies (Winding
Up and Miscellaneous Provisions) Ordinance (Cap 32), and the provisions of that Ordinance relating to the winding-
up of companies by the court and of the rules made thereunder (including provisions as to fees) shall, subject to such
modification (if any) as the Chief Executive in Council may by rules provide, apply to the winding-up by the court of
limited partnerships, with the substitution of general partners for directors. (Amended 23 of 1999 s. 3; 28 of 2012 ss.
912 & 920)

(6) Subject to any agreement expressed or implied between the partners-
(a) any difference arising as to ordinary matters connected with the partnership business may be decided

by a majority of the general partners;
(b) a limited partner may, with the consent of the general partners, assign his share in the partnership, and

upon such an assignment the assignee shall become a limited partner with all the rights of the assignor;
(c) the other partners shall not be entitled to dissolve the partnership by reason of any limited partner

suffering his share to be charged for his separate debt;
(d) a person may be introduced as a partner without the consent of the existing limited partners;
(e) a limited partner shall not be entitled to dissolve the partnership by notice.

[cf. 1907 c. 24 s. 6 U.K.]

Section: 6 Law as to private partnership to apply 30/06/1997


Subject to the provisions of this Ordinance, the Partnership Ordinance (Cap 38), and rules of equity and of
common law applicable to partnerships, except so far as they are inconsistent with the express provisions of the last-
mentioned Ordinance, shall apply to limited partnerships.

Section: 7 Manner and particulars of registration L.N. 163 of 2013 03/03/2014


The registration of a limited partnership shall be effected by sending by registered post or delivering to the
Registrar of Companies for registration a statement signed by the partners containing the following particulars-
(Amended 28 of 2012 ss. 912 & 920)

(a) the firm name;
(b) the general nature of the business;
(c) the principal place of business;
(d) the full name of each of the partners;
(e) the term, if any, for which the partnership is entered into, and the date of its commencement;
(f) a statement that the partnership is limited, and the description of every limited partner as such;
(g) the sum contributed by each limited partner, and whether paid in cash or how otherwise.

[cf. 1907 c. 24 s. 8 U.K.]

Section: 8 Registration of changes in partnerships L.N. 163 of 2013 03/03/2014


(1) If during the continuance of a limited partnership any change is made or occurs in-



Cap 37 - LIMITED PARTNERSHIPS ORDINANCE 3

(a) the firm name;
(b) the general nature of the business;
(c) the principal place of business;
(d) the partners or the name of any partner;
(e) the term or character of the partnership;
(f) the sum contributed by any limited partner;
(g) the liability of any partner by reason of his becoming a limited instead of a general partner or a general

instead of a limited partner,
a statement, signed by the firm, specifying the nature of the change shall within 7 days be sent by post or delivered to
the Registrar of Companies for registration. (Amended 28 of 2012 ss. 912 & 920)

(2) If default is made in compliance with the requirements of this section, each of the general partners shall be
liable on summary conviction to a fine of $50 for each day during which the default continues. (Amended 21 of 1912
s. 2; 22 of 1950 Schedule)

[cf. 1907 c. 24 s. 9 U.K.]

Section: 9 Advertisement of certain changes 30/06/1997


Notice of any arrangement or transaction under which any person will cease to be a general partner in any firm
and will become a limited partner in that firm, or under which the share of a limited partner in a firm will be assigned
to any person, shall be forthwith advertised in the Gazette, and until notice of the arrangement or transaction is so
advertised the arrangement or transaction shall, for the purposes of this Ordinance, be deemed to be of no effect.

[cf. 1907 c. 24 s. 10 U.K.]

Section: 10 (Repealed 19 of 1977 s. 2) 30/06/1997




Section: 11 Making false returns to be misdemeanor 30/06/1997


Any person who makes, signs, sends or delivers for the purpose of registration under this Ordinance any false
statement known by him to be false or any incomplete statement known by him to be incomplete shall be guilty of an
offence triable upon indictment.

(Amended 33 of 1939 Schedule; 50 of 1991 s. 4(1))
[cf. 1907 c. 24 s. 12 U.K.]


Section: 12 Registrar to file statement and issue certificate of

registration
30/06/1997



On receiving any statement made in pursuance of this Ordinance and upon receipt of the prescribed fee payable
in respect thereof, the Registrar of Companies shall cause such statement to be filed, and he shall send by registered
post to the firm from whom such statement has been received a certificate of the registration thereof.

(Amended 33 of 1939 Schedule; 19 of 1977 s. 3)
[cf. 1907 c. 24 s. 13 U.K.]


Section: 13 Register and index to be kept 30/06/1997


The Registrar of Companies shall keep at his office, in proper books to be provided for the purpose, a register
and an index of all the limited partnerships as aforesaid, and of all the statements registered in relation to such
partnerships.

[cf. 1907 c. 24 s. 14 U.K.]

Section: 14 Inspection of statements registered 30/06/1997


(1) Any person may, on payment of the fee specified in the Schedule-
(a) inspect the statements registered under this Ordinance; and



Cap 37 - LIMITED PARTNERSHIPS ORDINANCE 4

(b) require to be issued-
(i) a certificate of the registration of any limited partnership;
(ii) a copy of or extract from any registered statement;
(iii) a copy of or extract from any registered statement duly certified by the Registrar of Companies

or one of the deputy registrars. (Replaced 19 of 1977 s. 4)
(2) A certificate of registration, or a copy of or extract from any statement registered under this Ordinance, if

duly certified to be a true copy under the hand of the Registrar of Companies or one of the deputy registrars (whom it
shall not be necessary to prove to be the Registrar or deputy registrar) shall, in all legal proceedings, civil or criminal,
and in all cases whatsoever, be received in evidence.

[cf. 1907 c. 24 s. 16 U.K.]

Section: 15 Rules 23 of 1999 01/07/1997


Remarks:
Adaptation amendments retroactively made - see 23 of 1999 s. 3


The Chief Executive in Council may make rules providing for- (Amended 23 of 1999 s. 3)
(a) (Repealed 19 of 1977 s. 5)
(b) the duties or additional duties to be performed by the Registrar of Companies;
(c) the performance by deputy registrars and other officers of acts by this Ordinance required to be done

by the Registrar of Companies;
(d) forms; and
(e) generally the conduct and regulation of registration under this Ordinance and any matters incidental

thereto.
[cf. 1907 c. 24 s. 17 U.K.]


Section: 16 Fees 23 of 1999 01/07/1997


Remarks:
Adaptation amendments retroactively made - see 23 of 1999 s. 3


(1) There shall be paid to the Registrar of Companies in respect of the several matters set forth in the Schedule
the several fees therein specified.

(2) The Chief Executive in Council may by order amend the Schedule. (Amended 23 of 1999 s. 3)
(Added 19 of 1977 s. 6)


Schedule: SCHEDULE L.N. 458 of 1997 01/12/1997


[sections 14 & 16]


TABLE OF FEES PAYABLE TO THE REGISTRAR OF COMPANIES


Item Matter in respect of which a fee is payable Fees
$

1. For registering a limited partnership ............................................
And, in addition, for every $1000 or part of $1000 of the sum contributed by each

limited partner ........................................

340.00


8.00
2. For registering a statement of any change within the meaning of section 8 occurring

during the continuance of a limited
partnership .............................................................................
And, in addition-
(a) in the case of a statement of increase of the sum contributed by any limited

partner: for every $1000 or part of $1000 of such
increase ...................................................................

(b) in the case of a statement specifying that a general partner or any other




26.00




8.00




Cap 37 - LIMITED PARTNERSHIPS ORDINANCE 5

person has become a limited partner: for every $1000 or part of $1000 of the
sum contributed by such limited
partner ..................................................................




8.00
3. For inspecting under section 14(1) any statement filed by the Registrar of

Companies, for each inspection .............................


13.00
4. For issuing under section 14(1) a certificate of the registration of any limited

partnership ............................................................


45.00
5. For issuing under section 14(1) a copy of or extract from any registered statement or

part thereof by photostatic means, per sheet or
page ..........................................................................




5.00
6. For issuing under section 14(1) a copy of or extract from any registered statement or

part thereof where the copy or extract is made other than by photostatic means, per
folio of 100 words or part thereof of the first or top
copy ..........................................





5.00
For each additional copy or extract after the first or top copy, per folio of 100

words or part thereof ....................................


3.00
7. For certifying a copy of or extract from any registered statement.. 90.00

(Schedule added 19 of 1977 s. 6. Amended L.N. 241 of 1981; L.N. 110 of 1985;L.N. 235 of 1993; L.N. 374 of
1994; L.N. 12 of 1996; L.N. 458 of 1997)

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