Guam Certificate of Limited Partnership of New Private Equity Fund
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How to fill out Certificate Of Limited Partnership Of New Private Equity Fund?
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FAQ
The Limited Partnership Fund Ordinance (Cap. 637) (?LPFO?) provides for the registration of funds as LPFs. It also provides for the operation, striking off, deregistration, dissolution and winding up of the registered funds.
An LPF is the perfect Hong Kong domiciled fund structure for private equity funds and other closed ended private capital funds that wish to adopt a limited partnership structure. Fund managers with existing offshore private capital funds will find the LPF structure very similar.
Although a private equity fund may be advised by an adviser that is registered with the SEC, private equity funds themselves are not registered with the SEC. As a result, private equity funds are not subject to regular public disclosure requirements.
Qualified Purchasers generally invest in a "3c7" limited partnership that can only accept Qualified Purchasers. Accredited Investors who are not qualified purchasers generally invest in the "3c1" limited partnership.
An LPF is a fund that is structured in the form of a limited partnership which will be used for the purpose of managing investments for the benefit of its investors.
OFCs are regulated by the Securities and Futures Commission (SFC), while LPFs are registered with the Companies Registry and must comply with the Limited Partnership Fund Ordinance (LPFO), which is administered by the Company Registry (CR).
An OFC is a separate legal entity whereas a unit trust is a relationship which relies on the trustee to enforce the contractual obligations entered into by the trustee on the trust's behalf. Private OFCs are not subject to investment restrictions.
By contributing capital, investors become 'Limited Partners' of the fund. As such, the fund is structured as a 'Limited Partnership'.
