CPTEnglishIntermediate· Asset & Wealth Management, Licensing & Regulations

Introduction to the Limited Partnership Fund Ordinance

Legal & Compliance 2h 60 lessons

About this course

This course provides an examination of the Limited Partnership Fund Ordinance (Cap. 637), a legislative framework designed to facilitate the establishment of private equity and venture capital funds in Hong Kong. For SFC-licensed professionals, understanding this ordinance is essential for navigating the operational and regulatory requirements of the local asset management landscape. The curriculum addresses the statutory definition of investment funds, the registration process, and the ongoing compliance obligations that ensure alignment with the city's status as a global hub for fund structures, including those serving private wealth and family office clients. By completing this material, participants will fulfill a portion of their CPT requirements while gaining technical knowledge on the legal nature of LPFs. The content covers the fundamental architecture of the ordinance, spanning from the preliminary definitions that determine fund eligibility to the administrative duties mandated for general partners. It details the operational characteristics of these vehicles, such as contractual flexibility in partnership agreements, distribution frameworks, and the mandatory appointment of key functionaries including managers and auditors. Furthermore, the course addresses the statutory responsibilities regarding record-keeping, maintenance of registered offices, and the procedural requirements for notifying the Registrar of changes, which are vital for maintaining the integrity of the LPF registry. The final sections focus on the integration of anti-money laundering (AML) controls and the enforcement mechanisms within the regime. This includes the identification of controllers, the application of customer due diligence requirements, and the criminal sanctions associated with non-compliance. The course is structured to provide a logical progression from the initial registration and structural setup to the long-term operational and regulatory oversight required to manage these entities effectively in accordance with Hong Kong financial regulations.

Who should attend

SFC-licensed representatives and responsible officers
Compliance officers and MLROs
Legal counsel specializing in fund formation
Private equity and venture capital fund managers
Corporate secretaries and registry service providers
Internal auditors within asset management firms

Key topics covered

Legislative Framework and Fund Registration

Statutory definition and exclusions of a fund
Eligibility criteria for general partners
Registration application process
Naming requirements and regulatory restrictions

Operational Governance and Partner Obligations

Contractual flexibility in partnership agreements
Distribution rights and solvency maintenance
General partner duties and liability structure
Mandatory appointments of managers and auditors
Limited partner safe harbors and liability protections

Compliance, AML, and Regulatory Oversight

Anti-money laundering and customer due diligence requirements
Record-keeping and retention standards
Controller identification and beneficial ownership
Annual return filings and change notification obligations
Enforcement and criminal sanctions for non-compliance

How this course satisfies CPT

This course covers Asset & Wealth Management, Licensing & Regulations topics recognised by the SFC as eligible for CPT. Upon completion, you'll earn approximately 2 CPT hours and receive a certificate of completion for your training records. The course includes quizzes to verify your understanding, satisfying the SFC's requirement that online learning includes an independent assessment and maintains a reliable audit trail.

Learn more about CPT requirements

Curriculum · 60 lessons

2:03:46 of content

1.
Introduction to the Limited Partnership Fund Ordinance
FREE
1:53
2.
Legislative Purpose and Strategic Context of LPFs
FREE
2:16
3.
Preliminary Provisions and Definitional Architecture
FREE
2:06
4.
Understanding the Statutory Definition of a Fund
2:11
5.
Exclusions from the Statutory Fund Definition
2:11
6.
Division 1 Eligibility Requirements for Fund Registration
2:11
7.
General Partner Eligibility and Categorization
2:00
8.
Naming Requirements and Statutory Restrictions
2:04
9.
Application and Registration Procedure Framework
2:08
10.
Division 1 Fundamental Operational Characteristics
2:17
11.
Quiz: Introduction to the Limited Partnership Fund Ordinance – Division 1 Fundamental Operational Characteristics
QUIZ
5 questions · requires lessons
12.
Contractual Flexibility in Partnership Agreements
2:00
13.
Distribution Rights and Solvency Requirements
2:03
14.
Registered Office Maintenance and Enforcement
1:59
15.
General Partner Duties and Liability Structure
2:08
16.
Mandatory Appointment of Managers and Auditors
2:02
17.
Authorized Representative Requirements and Obligations
2:16
18.
Annual Return Filing and Operational Assessment
2:05
19.
Change Notification Obligations for LPFs
1:59
20.
Limited Partner Rights and Liability Protections
1:59
21.
Permitted Activities and Management Safe Harbors
2:05
22.
Quiz: Contractual Flexibility in Partnership Agreements – Permitted Activities and Management Safe Harbors
QUIZ
5 questions · requires lessons
23.
Division 4 Record Keeping and Retention Requirements
2:14
24.
Financial Statement Requirements and Retention Standards
2:12
25.
Anti Money Laundering and Transaction Documentation
2:02
26.
Controller Identification and Beneficial Ownership Requirements
2:13
27.
Access Restrictions and Authorized Regulatory Inspection
2:00
28.
Division 5 Anti Money Laundering Framework
2:09
29.
Criminal Sanctions for AML Violations
2:01
30.
Enforcement of AML Provisions and Authorities
2:12
31.
Division 6 Voluntary Name Change Procedures
1:57
32.
Registrar Directed Name Change Mechanisms
2:00
33.
Quiz: Division 4 Record Keeping and Retention Requirements – Registrar Directed Name Change Mechanisms
QUIZ
5 questions · requires lessons
34.
Register and Index Architecture and Maintenance
2:07
35.
Standards for Document Registration and Refusal
1:55
36.
Appellate Rights and Continuing Offense Calculations
2:02
37.
Registry Maintenance and Verification Powers
1:58
38.
Administrative and Court Ordered Rectification Mechanisms
1:45
39.
Court Proceedings and Registrar Annotation Authority
2:04
40.
Public Inspection Rights and Confidentiality Limitations
2:02
41.
Evidentiary Value and LPF Index Access
2:01
42.
Part 5 Striking Off and Involuntary Deregistration
1:52
43.
Inquiry and Notice Procedures for Deregistration
2:08
44.
Quiz: Register and Index Architecture and Maintenance – Inquiry and Notice Procedures for Deregistration
QUIZ
5 questions · requires lessons
45.
Voluntary Deregistration Framework and Requirements
2:00
46.
Part 6 Dissolution and Winding Up Procedures
1:01
47.
Grounds for Court Ordered Fund Dissolution
1:50
48.
Post Dissolution Record Retention Obligations
1:48
49.
Winding Up Framework and Contributory Provisions
2:03
50.
Applying Companies Ordinance Modifications to LPFs
2:01
51.
Interpretive Provisions for Corporate Winding Up
1:49
52.
Part 7 Migration of Cap 37 Partnerships
2:00
53.
Legal Continuity and Business Registration Continuity
2:03
54.
Re domiciliation Framework for Non Hong Kong Funds
2:06
55.
Quiz: Voluntary Deregistration Framework and Requirements – Re domiciliation Framework for Non Hong Kong Funds
QUIZ
5 questions · requires lessons
56.
Application Requirements for Fund Re domiciliation
2:00
57.
Legal Continuity and Foreign Deregistration Obligations
2:05
58.
Part 8 Criminal Offenses and Fraudulent Representations
2:14
59.
Additional Criminal Provisions and Penalties
1:53
60.
Agreement Non Compliance and Reasonable Steps Defense
1:40
61.
Partnership Law Application and Jurisprudence
2:15
62.
Regulatory Powers and Registry Administrative Functions
2:06
63.
Registrar Protections and Statutory Fee Structures
2:16
64.
Key Takeaways from the LPF Ordinance Framework
2:10
65.
Conclusion to the Sophisticated Statutory Framework
3:39
66.
Quiz: Application Requirements for Fund Re domiciliation – Conclusion to the Sophisticated Statutory Framework
QUIZ
5 questions · requires lessons

Certificate of Completion

Complete this course to earn a verifiable Certificate of Completion for your CPT training record. Here's how:

1Watch all the lessons — work through every lesson in the curriculum. Each completed lesson brings your progress closer to 100%.
2Pass all the quizzes — score 70% or higher in each quiz within the course. Quizzes are part of the curriculum and must be passed to finish.
3Download your certificate — once you reach 100% progress, download a personalised Certificate of Completion showing your name, the CPT hours earned, and your quiz score.

Sample certificate: