How to file a change of business particulars for a Limited Partnership Fund with Form IRBR64A
File changes to a Hong Kong Limited Partnership Fund's business particulars using Form IRBR64A, covering general partners and investment managers.
IRBR64A at a glance
- Official title
- Notification of Change of Business Particulars for a Limited Partnership Fund
- Issued by
- Inland Revenue Department
We link the issuing authority's own index rather than hosting a copy, because the form is revised there and an out-of-date copy is worse than none.
Form IRBR64A Change of Business Particulars Limited Partnership Fund
A Limited Partnership Fund (LPF) under the Limited Partnership Fund Ordinance (Cap. 637) must notify the Securities and Futures Commission (SFC) and the of any change to its business particulars. The statutory form for reporting these updates to the under the Business Registration Ordinance (Cap. 310) is Form IRBR64A.
This is not the general partnership form IRBR64. It is specific to LPFs and requires additional details unique to the fund structure, including information on the general partner, the limited partners, and the investment manager.
When Must the Form Be Filed
The Business Registration Ordinance (Cap. 310) requires notification of any change in registered business particulars within one month. This one-month period applies to changes reported on Form IRBR64A.
The LPF must also notify the SFC of certain changes under the Limited Partnership Fund Ordinance (Cap. 637). For changes affecting business registration, the LPF files Form IRBR64A separately with the which is part of the Inland Revenue Department.
Limited Partnership Fund Change Notification
A filing obligation is triggered by these changes:
- Change of the LPF name
- Change of the principal business address
- Change in the nature of the business
- Change of the general partner
- Change of the investment manager
- Addition or removal of limited partners (in certain circumstances)
- Change of the fund's registered office in Hong Kong
Where a change also requires notification to the SFC under section 17 of the Limited Partnership Fund Ordinance, the LPF must still ensure the receives the corresponding notification using Form IRBR64A.
IRBR64A Filing Requirements
Complete the form in English or Chinese. Key information required includes:
- The existing Business Registration Certificate number
- The LPF name as currently registered
- The new particulars (the changed details)
- The date the change took effect
- Contact details of the person submitting the form
Supporting documents must accompany the form. If the change relates to the general partner or investment manager, attach a certified true copy of the relevant instrument or resolution.
Submit the form to the by post or in person. There is no filing fee for Form IRBR64A itself, but if the change results in a new Business Registration Certificate being issued, the standard certificate fee applies.
Hong Kong LPF Business Particulars Update
When updating particulars, note the specific fields on Form IRBR64A that relate to the fund structure:
- General partner details: name, address, and business registration number of the general partner
- Investment manager details: name and address of the appointed investment manager
- Fund name: the exact LPF name as registered with the SFC
- Business address: the principal place of business in Hong Kong
The fund must maintain consistency between the information filed with the SFC and that filed with the . Any discrepancy could delay processing.
Change of Particulars LPF Form
To complete the form accurately, the submitter should:
- Obtain the current version of Form IRBR64A from the Inland Revenue Department website or the 2. Enter the existing business registration number exactly as shown on the certificate
- Tick the appropriate box indicating which particulars have changed
- Provide the old and new details for each changed item
- State the effective date of the change
- Sign the declaration (the general partner or an authorised representative must sign)
- Attach supporting documents, including a certified true copy of the authorising resolution
If the change involves a new general partner, that partner’s business registration must be in order. A new general partner not already registered for business must first apply for its own business registration.
Supporting Documents
These documents typically support a Form IRBR64A filing:
- A certified true copy of the resolution of the general partner authorising the change
- Where the LPF name has changed, a copy of the SFC's acknowledgement of the name change
- Where the general partner has changed, a copy of the new general partner's Business Registration Certificate
- Where the business address has changed, evidence of the new address
The may request additional documents if the information provided is incomplete.
Contact and Submission
Submit Form IRBR64A to:
Inland Revenue Department
Queensway Government Offices
66 Queensway
Hong Kong
The form can also be lodged through the e-Services portal of the Inland Revenue Department, provided the submitter has an eTAX account authorised for the purpose.
For verification of current form revisions and guidance notes, refer to the Inland Revenue Department forms index at https://www.ird.gov.hk/eng/paf/bus.htm. The department revises forms periodically, so always download the latest version before preparing a submission.
How to fill out Form IRBR64A
Page one of the official form. Every field named below appears on it in the same order.
商業登記號碼: / Business Registration No.:
Enter the Business Registration number of the Limited Partnership Fund. This number is shown on the fund’s Business Registration Certificate.
業務名稱: / Business Name:
Enter the full name of the Limited Partnership Fund as it appears on the Business Registration Certificate.
普通合夥人變更 Notification of Change of General Partner
變更發生日期 (附註1) / Date of Change (Note 1) Enter the date on which the change of general partner took effect. Note 1 states that advance notice will not be accepted, so the date must be on or before the date you sign the form.
原有普通合夥人的詳情 / Details of Original General Partner For the general partner being replaced, provide: - 中文姓名 / Name in Chinese - 英文姓名 / Name in English - 身分證號碼 /護照號碼及簽發地點 /商業登記號碼 / Identity Card No./ Passport No. and place of issue/Business Registration No. - For an individual, use the HKID or passport number. For a corporate general partner, use its Business Registration number. If the corporate partner does not have a Hong Kong BR number, see Note 4. - 住址/註冊辦事處地址 / Residential Address/Address of Registered Office - For an individual, the residential address. For a corporate partner, the address of its registered office.
新普通合夥人的詳情 / Details of New General Partner Provide the same four fields for the incoming general partner. You must also attach a copy of the new general partner’s Identity Card, Passport or Business Registration Certificate, as stated on the form.
解散/撤銷註冊/結業通知 Notification of Dissolution/Deregistration/Cessation
解散/撤銷註冊/結業日期 (附註1) / Date of *Dissolution / Deregistration / Cessation (Note 1) Enter the date the fund dissolved, deregistered or ceased business. The date must be on or before the date you sign the form.
該有限合夥基金在註冊撤銷後是否繼續以合夥的形式存在及在香港經營業務 [不適用於分行結業通知] (附註3) / Whether the fund continues in existence in the form of a partnership after the deregistration and carries on business in Hong Kong [Not applicable to notification of cessation of branch business] (Note 3) Tick 是 Yes or 否 No. If you tick Yes, the partnership must still take out a Business Registration Certificate annually (Note 3). This box does not apply if you are notifying cessation of a branch.
解散/撤銷/結業後的通訊地址： / Postal Address after Dissolution / Deregistration / Cessation: Enter the address where the IRD can contact the fund after the event.
如註冊撤銷後仍繼續在香港經營業務，則提供業務地址： / Business Address if continue to carry on business in Hong Kong: Complete this box only if you ticked Yes to the question above. Enter the address where the partnership will carry on business.
簽署 Signature
簽署人姓名 / Name of Signer Print the full name of the person signing.
職位 (附註5) / Designation (Note 5) Tick one box only: □ 普通合夥人 General Partner, □ 獲授權代表 Authorized Representative, or □ 投資經理 Investment Manager. Note 5 requires the authorized representative to be appointed under the Limited Partnership Fund Ordinance.
身分證號碼／護照號碼／商業登記號碼 (附註4) / Identity card no./ passport no./ business registration no. (Note 4) If the signer is a body corporate, limited partnership fund or limited partnership, enter its Business Registration number. If no BR number is available, attach a copy of its Certificate of Incorporation/Registration from the relevant government authority. For all other signers, enter the individual’s HKID or passport number.
電話號碼 Telephone no. Enter a daytime contact number.
日期 Date Enter the date you sign the form.
Download the current form - always file the version on the issuing authority's site, not a copy.
Sources
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