OFFSHORE Series | A Comprehensive Guide to Establishing Hong Kong Limited Liability Partnership (LLP)

As a significant global financial hub, Hong Kong remains a sought-after investment destination for investors worldwide. To facilitate business activities, the current regulatory framework in Hong Kong offers various types of business entities for investors to choose from. Among the more commonly recognized entities is the Hong Kong Limited Liability Company.

This article aims to introduce another form of business entity - the Hong Kong Limited Liability Partnership (LLP).

What are the Requirements for Establishing a Hong Kong Limited Liability Partnership?

It must be established under the Hong Kong Limited Partnership Ordinance.

It should have at least one general partner.

There must be at least one limited partner.

The business address of the partnership must be located in Hong Kong.

Are There Any Restrictions on Partners and What Responsibilities Do They Bear?

In Hong Kong, both individuals and corporate entities can become general or limited partners, without any geographical or nationality restrictions. It's important to note that as per the regulations, general partners are usually responsible for managing the partnership's affairs, while limited partners are restricted from participating in the management and hold rights that do not constrain the partnership's decisions.

General partners assume unlimited liability for the partnership's obligations, while limited partners have restricted liability, typically limited to their contribution to the partnership's capital. However, if a limited partner engages in the management of the partnership, they become liable for all obligations incurred during their involvement.

What Documents Are Required to Establish a Hong Kong Limited Liability Partnership?

Partnership name (typically ending with Limited Partnership, LP, or LLP).

General nature of the partnership's business.

Business address of the partnership.

Partnership agreement (outlining responsibilities, obligations, and contributions of all partners).

Relevant Know Your Customer (KYC) documents.

How Long Does It Take to Register a Hong Kong Limited Liability Partnership?

Registering a limited liability partnership requires obtaining a registration certificate from the Companies Registry, a process that usually takes around 14 working days. Subsequently, the registration certificate needs to be submitted to the Business Registration Office, with an overall estimated timeline of 21-30 working days.

Annual Inspection and Required Documents for Hong Kong Limited Liability Partnerships

The annual inspection time for Hong Kong Limited Liability Partnerships is the same as for Hong Kong Limited Companies, following the establishment date, with an annual review requirement. While there's no need to submit an annual return form, these partnerships are required to pay an annual business registration fee.

Differences Between Hong Kong Limited Liability Partnerships and Hong Kong Limited Companies

Foundation Basis: Limited Liability Partnerships are established under the Limited Partnership Ordinance and lack legal personhood. In contrast, Limited Companies are founded under the Companies Ordinance and possess legal personhood.

Business Liability: In Limited Liability Partnerships, general partners assume unlimited liability, while limited partners have limited liability. In Limited Companies, shareholders have limited liability based on their subscribed capital.

Public Perception: Limited Liability Partnerships have a lower public recognition compared to Limited Companies.

Annual Inspection: Unlike Limited Companies, Limited Liability Partnerships do not require an annual return form, but an annual business registration fee is still obligatory.

Documents Obtained Upon Registration Completion

Hong Kong Limited Liability Partnership registration certificate.

Business registration certificate.

Copy of the partnership agreement.

Company seal and authorized signature seal.

Sinobravo Advisory

Hong Kong Limited Liability Partnerships, as non-legal person entities, differ slightly from other business entities like Hong Kong Limited Companies in terms of business expansion and public perception. We recommend a cautious consideration of the commercial arrangements between Hong Kong partnership entities and Mainland counterparts before embarking on practical business investments. Properly aligning these structures with group strategies in advance is essential.

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