Form 1 application for limited partnership registration

Form 1 Application for Limited Partnership Registration

Form 1 is the statutory document for registering a new limited partnership under the Limited Partnerships Ordinance (Cap. 37). It is filed with the Companies Registry, which administers these registrations. The form records the partnership's essential details, its business, and its partners. Upon approval, the Registry issues a certificate of registration establishing the partnership's legal existence.

Hong Kong Limited Partnership Registration

A Hong Kong limited partnership must have at least one general partner and one limited partner. The general partner manages the business and assumes unlimited liability for its debts. Limited partners contribute capital and their liability is confined to that amount, so long as they do not take part in management. The Limited Partnerships Ordinance (Cap. 37) governs the registration process, with the Companies Registry as the filing authority. Unlike a company incorporated under the Companies Ordinance (Cap. 622), a limited partnership is not a separate legal entity. Registration starts with completing and delivering Form 1 to the Registry.

Form 1 Limited Partnership: Required Information

Form 1 requires specific information.

• Business name: The proposed name. It cannot be identical or too similar to an existing name and must not be offensive or otherwise prohibited.
• Principal place of business: The physical Hong Kong address for the partnership's main operations. A post office box is unacceptable.
• Nature of business: A brief description of the intended business activities. Be specific enough for the Registry to classify the business.
• General partner details: Full name, residential address, and occupation of each general partner. For a corporate general partner, provide its registered name and registered office address.
• Limited partner details: Full name and address of each limited partner. The form also requires the amount of capital contributed by each limited partner and whether the contribution is in cash or other property.
• Partnership term: The duration of the partnership, which may be fixed or indefinite. If fixed, state the commencement and expiry dates.
• Partnership agreement: A statement confirming a partnership agreement exists. The agreement itself is not filed with Form 1 but must be kept by the partners.

Register Limited Partnership Hong Kong: Step-by-Step Process

Follow these steps to register a limited partnership in Hong Kong.

1. Prepare Form 1: Complete the form in English or Chinese. All particulars must be accurate and legible. Each general partner, or a person authorised in writing by each general partner, must sign the form.
2. Check name availability: Before filing, verify the proposed business name is available. The Companies Registry provides a name search service on its website.
3. Pay the registration fee: The prescribed fee must accompany the application. Check the current fee schedule on the Registry's website.
4. Submit the application: Deliver the completed Form 1 and the fee to the Companies Registry. Submission is in person or by post to the Registry's office at Queensway Government Offices. Online submission is not available.
5. Receive the certificate: If the application is in order, the Registry issues a certificate of registration. This certificate confirms the limited partnership's name, registration number, and date of registration. The partnership may then commence business.

Processing time varies with application volume. The Registry aims to process straightforward applications within a few working days.

Completing Each Section of Form 1

This guide explains how to complete Form 1 accurately.

Part A: Partnership name and address Enter the proposed business name exactly as it should appear on the certificate. If the name suggests a connection with the government or a professional body, the Registry may require supporting consent. Provide the full principal place of business address, including the street name, building name, floor and unit number, and district.

Part B: Nature of business Describe the business in plain language. Examples include "import and export of electronic components", "property investment and management", or "management consultancy services". Avoid vague terms such as "general business" or "trading".

Part C: General partners List every general partner. For an individual, provide the full name as it appears on the Hong Kong identity card or passport, the residential address, and the occupation. For a corporate general partner, provide the corporate name and the registered office address. Each general partner must sign the declaration in Part F.

Part D: Limited partners List every limited partner. For each, provide the full name and address. State the amount of capital contributed and specify whether the contribution is in cash or in kind (for example, "HK$500,000 in cash" or "property valued at HK$200,000"). Limited partners do not sign Form 1.

Part E: Partnership term and agreement Indicate whether the partnership is for a fixed term or indefinite. If fixed, state the start and end dates. Confirm that a partnership agreement has been entered into. The agreement should address profit-sharing, capital withdrawals, and dispute resolution, but these details are not required on the form.

Part F: Declaration and signature Each general partner, or an authorised representative, must sign and date the declaration. The declaration confirms the information provided is true and that the partnership complies with the Limited Partnerships Ordinance.

Legal Requirements for Form 1

Form 1 must be signed by every general partner. If a general partner is a corporation, a director or other authorised officer must sign, and the officer's capacity must be stated. Deliver the form to the Companies Registry within 14 days of the partnership's formation; otherwise, late filing penalties may apply. The business name must not be misleading or suggest a connection with the government, the royal family, or a regulated profession without appropriate consent. The principal place of business must be a physical location in Hong Kong; a registered address for service of documents is not sufficient if no business is conducted there.