Introduction

Following the launch of the re-domiciliation regimes for Limited Partnership Funds (“LPF”) and Open-ended Fund Companies (“OFC”) in November 2021, along with the tax concessions for investment managers in May 2021, Hong Kong has become an increasingly attractive and business-friendly destination for foreign funds seeking to re-domicile. This article summarizes the latest processes and requirements for foreign funds, whether a partnership fund or a corporate fund, looking to re-domicile to Hong Kong.

In addition to the aforementioned tax benefit, relocating foreign funds to Hong Kong will enable investment managers to enjoy lower maintenance costs and, for corporate funds, access to government subsidies. This allows them to continue their investment activities and manage the underlying investments without interruption to operations or impact on their track record.

Re-domiciliation of partnership funds

Non-Hong Kong investment funds structured as limited partnerships should be re-domiciling to Hong Kong as LPFs. The process is governed by Part 7A of the Limited Partnership Fund Ordinance (“LPFO”) (Cap. 637 of the Laws of Hong Kong).

Eligibility

In order for a non-Hong Kong partnership fund to be eligible for re-domiciling to Hong Kong, the general partner of the fund should first ensure the following major requirements are fulfilled before submitting an application:

1.      the fund is constituted by a limited partnership agreement and the arrangements in the agreement do not contravene the LPFO or any other applicable law;

2.      the fund has one general partner and at least one limited partner;

3.      the fund’s general partner should fall under one of the following:

a.      an individual who is at least 18 years old;

b.      a private company limited by shares incorporated in Hong Kong;

c.      registered non-Hong Kong company;

d.      private company limited by shares which has re-domiciled to Hong Kong;

e.      a limited partnership registered under the Limited Partnership Ordinance (Cap. 37 of the Laws of Hong Kong);

f.       a limited partnership fund;

g.      a non-Hong Kong limited partnership with a legal personality; or

h.      a non-Hong Kong limited partnership without a legal personality.

4.      the LPF’s proposed name complies with the requirements relating to an LPF’s name under the LPFO, which means its English name must end with the words “LPF” or “Limited Partnership Fund” and does not contain any prohibited wordings;

5.      the LPF will have an office as correspondence address in Hong Kong;

6.      not all the partners in the fund are corporations in the same group of companies.

Procedures and required documents

To re-domicile a foreign limited partnership as an LPF in Hong Kong, an application should be filed by Hong Kong solicitors on behalf of the general partner with the Hong Kong Companies Registry (“CR”) for the foreign fund to be registered as an LPF in Hong Kong.

The key application documents include:

1.      Application for Registration of a Non-Hong Kong Fund as an LPF (Form LPF10);

2.      Notice to Business Registration Office (Form IRBR4);

3.      Payment of official fees for registration in a total of HK$3,034 (as of the date hereof); and

4.      Payment of official fees for business registration and levy (please refer to the application rates published by the Hong Kong Inland Revenue Department from time to time). 

When filing an application to re-domicile, the general partner has to ensure that:

1.      the applicable laws of the fund’s original jurisdiction and its constitutional documents do not prohibit the re-domiciliation and subsequent deregistration; and

2.      all requisite consents and approval from the fund’s investors, shareholders or local regulatory authorities (if applicable) for the proposed re-domiciliation and subsequent deregistration have been obtained.

Upon the application to re-domicile is granted, general partners should deregister the fund in its original jurisdiction as soon as possible, and no later than 60 days after the registration date of the re-domiciled LPF. Failure to do so may result in the loss of the re-domiciled status and the fund will no longer exist as an LPF registered in Hong Kong.

Re-domiciliation of corporate funds

Non-Hong Kong funds with corporate structure should be re-domiciled to Hong Kong as OFCs. The process is governed by Securities and Futures Ordinance (“SFO”) (Cap.571 of the Laws of Hong Kong) and its subsidiary legislations and regulations.

Eligibility

The requirements for re-domiciling a foreign corporate fund as an OFC in Hong Kong are comparatively more stringent than those for a partnership fund. Before proceeding, the corporate fund should ensure the following key criteria are met, in addition to obtaining the requisite consents and approvals under its original jurisdiction:

1.      there must be at least 2 individuals with relevant investment experience nominated to the directors of the proposed OFC;

2.      the proposed OFC’s English name has to end with the words “OFC” or “Open-ended Fund Company” and Chinese name “開放式基金型公司” and does not contain any misleading or undesirable wordings;

3.      the proposed OFC will have a registered address in Hong Kong;

4.      the investment manager of the proposed OFC must be duly licensed by the Securities and Futures Commission (the “SFC”) to carry on Type 9 (asset management) regulated activities in Hong Kong; and

5.      a custodian must be engaged by the proposed OFC for the safekeeping of the fund’s assets, and such custodian should meet the specific requirements as set out under the Code on Open-Ended Fund Companies and/or the Code on Unit Trusts and Mutual Funds.

Procedures and required documents

All application documents and the related application fees for the re-domiciliation of a corporate fund should be submitted to the SFC. In addition to the specified application forms, any foreign corporate fund seeking to re-domicile as an OFC must also prepare an Instrument of Incorporation, which serves as the constitutional document of the corporate fund.

Upon satisfaction of all the submitted documents and information, the SFC and the CR will issue a Certificate of Re-domiciliation and a Business Registration Certificate for successful registration of the foreign fund as an OFC in Hong Kong.

Likewise, the corporate fund must be deregistered in its original jurisdiction as soon as possible, and no later than 60 days after the date on which the Certificate of Re-domiciliation is issued.

Conclusion

The re-domiciliation regimes for LPFs and OFCs have been well-utilized by fund managers based in Hong Kong since their launch, and allow them to take advantage of the increasingly established regulatory framework and benefit from the tax concessions and, for corporate funds, government grants. If you are interested in knowing more, please contact us for advice on navigating the fund re-domiciliation process.

For enquiries, please feel free to contact us at:

E: cc@onc.hk                                                                       T: (852) 2810 1212 W: www.onc.hk                                                                    F: (852) 2804 6311 19th Floor, Three Exchange Square, 8 Connaught Place, Central, Hong Kong

Important: The law and procedure on this subject are very specialised and complicated. This article is just a very general outline for reference and cannot be relied upon as legal advice in any individual case. If any advice or assistance is needed, please contact our solicitors.

Published by ONC Lawyers © 2025