What Is a Limited Partnership in Hong Kong?

Kristina Coluccia
May 1
3 min read

A limited partnership is one of the business structures available to entrepreneurs and investors in Hong Kong. It is ideal for ventures that involve multiple partners, where some seek to limit their liability and others actively manage the business.

This article explains what a limited partnership is in Hong Kong, how it works, its advantages and risks, and how to register one.

Definition of a Limited Partnership

A limited partnership in Hong Kong is a business structure governed by the Limited Partnerships Ordinance (Cap. 37). It consists of two or more partners, where:

At least one is a general partner who manages the business and has unlimited liability
One or more are limited partners who contribute capital but do not participate in management and have liability limited to their investment

This hybrid structure offers flexibility for startups, investment funds, and family businesses.

Key Features of a Limited Partnership

Minimum of two partners (at least one general, one limited)
No maximum number of partners
No separate legal personality (unlike a limited company)
Unlimited liability for general partners
Limited liability for limited partners (unless they take part in management)
Registered with the Hong Kong Business Registration Office

Advantages of a Limited Partnership

Limited Risk for Passive Investors Limited partners are only liable for the capital they contribute—making it a good vehicle for investors who don’t want operational involvement.
Flexible Management Structure General partners handle daily business decisions, while limited partners can stay hands-off.
Simple and Low-Cost Setup Compared to a limited company, registration is easier and there are fewer compliance requirements.
No Audit Requirement Unlike limited companies, there is no statutory obligation for annual audits or filings with the Companies Registry.
Attractive for Private Investment Funds This structure is widely used in private equity, venture capital, and family office arrangements due to its operational and financial flexibility.

Disadvantages and Risks

Unlimited Liability for General Partners General partners are personally liable for all debts and obligations of the business.
No Separate Legal Entity A limited partnership cannot own property or enter into contracts in its own name—liability flows through the partners.
Limited Capital Raising Options May be less attractive to institutional investors compared to limited companies.
Public Disclosure of Partner Details Partner information must be registered and made available to the public.

How to Register a Limited Partnership in Hong Kong

Choose a Business Name The name must not be misleading or already in use.
Prepare the Partnership Agreement This is not mandatory by law but highly recommended to define rights, duties, and profit-sharing.
Complete Form LP-1 (Statement of Particulars) Includes details of all partners, the business nature, and registered address.
Submit to the Business Registration Office Include Form LP-1, business registration fee, and levy.
Display the Business Registration Certificate This must be shown at the place of business.

When to Use a Limited Partnership

A limited partnership is suitable for:

Investment funds and venture capital vehicles
Joint ventures with passive investors
Professional practices or family-run businesses with varying roles

If liability protection and legal separation are critical, a private limited company may be more appropriate.

How Woodburn Can Help

Woodburn Accountants & Advisors provides expert support for setting up limited partnerships in Hong Kong and other business structures. Our services include:

Business structure consultation
Registration and compliance with Hong Kong laws
Drafting of partnership agreements
Ongoing tax and regulatory advisory

Whether you're launching an investment fund or a joint venture, we ensure your structure is legally sound and optimized for growth.

Woodburn Accountants & Advisors is one of China and Hong Kong’s most trusted business setup advisory firms.

Woodburn Accountants & Advisors is specialized in inbound investment to China and Hong Kong. We focus on eliminating the complexities of corporate services and compliance administration. We help clients with services ranging from trademark registration and company incorporation to the full outsourcing solution for accounting, tax, and human resource services. Our advisory services can be tailor-made based on the companies’ objectives, goals and needs which vary depending on the stage they are at on their journey.