17 November 2021
Further to our earlier article, on 15 Oct 2021, the Companies Registry published an external circular introducing the new fund re-domiciliation mechanisms under the open-ended fund company (“OFC”) regime and the limited partnership fund (“LPF”) regime. This will be introduced with effect from 1 November 2021.
Re-domiciliation of a non-Hong Kong Fund Corporation as an OFC
Under the new sections 112ZJB and 112ZJC of the Securities and Futures Ordinance (Cap. 571), a non-Hong Kong fund corporation may apply for registration as an OFC with the Securities and Futures Commission (“SFC”) and for the issue of a certificate of re-domiciliation by the Registrar of Companies (“Registrar”). Similar to an application for incorporation of an OFC, this is done via a “one-stop approach” whereby an applicant only needs to submit to the SFC all documents and fees in respect of the application for re-domiciliation and business registration of the OFC as required by the Registrar and the Commissioner of Inland Revenue respectively. Upon the issue of a certificate of re-domiciliation by the Registrar, the non-Hong Kong fund corporation becomes, and continues as a body corporate as, a re-domiciled OFC in Hong Kong.
After the issue of the certificate of re-domiciliation, the corporation concerned will be required to deregister in its place of incorporation and provide to the SFC to its satisfaction evidence of such deregistration within 60 days.
Re-domiciliation of a non-Hong Kong Fund as a LPF
Under the new section 82B of the Limited Partnership Fund Ordinance (Cap. 637), an application for registration of a non-Hong Kong fund as an LPF must be made to the Registrar by a general partner of the non-Hong Kong fund who is named in the application as the person proposed to be the general partner in the LPF together with the specified fee. The application must be submitted by a registered Hong Kong law firm or a Hong Kong solicitor on behalf of the proposed general partner. Registration will take effect upon the issue of a certificate of registration by the Registrar.
After the issue of the certificate of registration, the fund concerned will be required to be deregistered in its place of establishment within 60 days.
If, immediately before a non-Hong Kong fund is registered as an LPF, the original partnership does not hold a valid business registration certificate, the general partner in the LPF must, within one month after the registration date, apply for a business registration certificate for the LPF. If, however, the original partnership holds a valid business registration certificate, the general partner must, within 1 month after the registration date, notify the Commissioner of Inland Revenue of the registration, the name in which the LPF is registered and the details of the general partner.
For details, please refer to Companies Registry External Circular No. 2 / 2021.
