Hong Kong Partnership Company Registration Costs and Registration Procedures

Restriction of Number of Partners in Partnership

Partnership can be divided into two types: unlimited liability and limited liability. The number of the partner shall not exceed 20 persons, unless it is a partnership for professionals such as lawyers, accountants, and securities brokers. More than 20 persons must register as a company.

A limited partnership shall not have more than 20 partners. At least one of them must be a general partner and bear unlimited liability, and the remaining partners can be limited partner and bear limited liability.

Duties and Rights of Partners

An unlimited liability partnership is regulated by the Partnership Ordinance. The partners may enter into a partnership agreement orally or in writing to delineate the obligations and rights between the partners. If there is no partnership agreement between the partners, the Partnership Ordinance stipulates that all partners are treated equally to share the income and bear the expenditure. A partnership will be dissolved when the death or bankruptcy of any partner. In addition, any partner may issue a notice within a reasonable time to notify all other partners to dissolve the partnership.

According to the Partnership Ordinance, all partners are the representative of the partnership and can raise debts or sign contracts in the name of the partnership. Each partner is required to bear all the external responsibilities of the partnership and the assets of the partnership are owned by the partners jointly.

A limited partner can be a body corporate. A limited liability partnership can be form by one person as a general partner and the others be the limited partners.

According to the ordinance, limited partners are not allowed to participate in the business and administrative matters of the partnership, nor are they regarded as representative of the partnership, but they have the right to check the company account. If a limited partner participates in the management of the business of the company, he will be fully responsible for the debts incurred during the management period with other partners.

The above-mentioned obligations and rights between partners can be changed in the partnership agreement.

Change of Partner

To join or leave from a partnership, it needs to obtain the consent from all other partners. Newly joined partners are not required to be responsible for the previous debts of the partnership. The leaving partner shall still be responsible for the debts before his withdrawal of the partnership. For any change of partner, it requires to inform the Business Registration Office.

Registration Procedures for Partnership

The legal procedures for setting up a partnership are very simple. Partners only need to send a representative to the Business Registration Office of the Inland Revenue Department, complete an application form for the business registration certificate, and submit with the registration fee together. But be aware that the business registration application form for a partnership is different from sole proprietorship.

A limited partnership is regulated by the Limited Partnership Ordinance. In addition to business registration, a limited partnership must also be registered with the Companies Registry.

The formation of an unlimited liability partnership is similar to sole proprietorship, and it can also be completed within a day:

Step One
The partners should reach an agreement on how to operate and manage the partnership to be registered, including agreeing on the rights and responsibilities of each partner in the partnership and the profit-sharing ratio. Although these agreements can be made by themselves, they can avoid future disputes if they are draft by lawyer. Our company could also help to draft a simple partnership agreement. For details and charges, please call (852) 23411444 or email for enquiries.

Step Two
After the partners plan an office, they must apply for a business registration certificate from the Business Registration Office under the Inland Revenue Department within one month after the business commence.

Step Three
The partner must complete the application form and pay the prescribed registration fee. Under normal circumstances, a business registration certificate can be completed in one hour. Applicants can also post the completed application form together with the business registration fee to the Business Registration Office, and the Business Registration Office will mail the business registration certificate to the registered address of the partnership.

Notes

1. According to the Business Registration Ordinance, the business registration certificate must be displayed in a conspicuous place at the business address.
2. The business registration is valid for one or three years; it could be chosen when submit the application.
3. A copy of the HKID card (if it is a partnership, a copy of HKID cards of all partners) need to be submit along with the application form.
4. The business registration fee can be paid in cash, cheque or EPS.
5. In addition to the business registration certificate, other licenses may also be required before starting to operate its business, such as bar or securities intermediary.
6. Regardless of whether it is a sole proprietorship or a partnership, the laws of Hong Kong do not impose any special restrictions on the nationality of owner. In other words, the owner can be any nationality person. However, if the owner is not a Hong Kong resident, then the owner must appoint a Hong Kong resident as its representative. Please note that the representative does not have any right to represent the company’s business, and the representative’s responsibility is limited to accepting government letters. Our company can provide representative services.
7. Both sole proprietorship and partnership must have a Hong Kong address as a business address. Our company can provide business address service.
8. If all partners are not Hong Kong residents, a Hong Kong resident must be appointed as the company’s representative to act as a bridge between the company and the Inland Revenue Department on corporate tax matters.

1. Company name (Chinese, English or both Chinese and English)
2. Copy of ID card or passport of each partner
3. The proportion capital contribution of partners
4. Copy of the address proof of each partner, such as utility bills, telephone bills

See also:

Introduction to Hong Kong Partnership Company