Set Up Your Next Fund in Hong Kong: A Practical Guide for Overseas GPs 2026
- Ivor Ngo
- 6 hours ago
- 6 min read
If you are setting up your next fund, Hong Kong has quietly become the most interesting onshore jurisdiction in Asia. Limited Partnership Fund or Open-ended Fund Company. 0% tax on eligible carried interest. A new legal route to re-domicile existing offshore vehicles. And a team built to run all of it under one engagement.
If this sounds familiar, keep reading
Your current jurisdiction is getting harder to defend to your LPs.
The substance conversation keeps coming back, and it keeps getting more expensive.
Your LPs are asking about Asia exposure, and you are answering in hedges.
You have spoken to three firms in Hong Kong already. One quoted you like big law, one felt like a nameless back office, and the third asked you to hire both and project-manage the handover yourself.
We built TITUS Solicitors and IMSG Corporate Services to be the thing that does not exist yet: one team that owns the outcome, from first draft to first close.
You have read the LPF brochures from the big firms. We wrote the operating checklist.
Why Hong Kong, finally, makes sense
Onshore structures that actually work
The Limited Partnership Fund (LPF) gives you a common-law limited partnership with full contractual freedom in the LPA, LP confidentiality on the public register, and no SFC pre-approval to register the fund itself. Since launch in August 2020, more than a thousand LPFs have been registered with the Hong Kong Companies Registry. It is no longer a novel structure. It is the default onshore option for private equity, venture and credit strategies focused on Asia.
The Open-ended Fund Company (OFC) is the corporate counterpart for open-ended, hybrid and evergreen strategies, with variable capital, segregated sub-funds and Government set-up subsidies still on the table.
We have published our full operational playbooks on both: the LPF operations checklist — what GPs actually need beyond the LPA, and the Private OFC operational readiness guide. Read either one and you will see we do not just structure these vehicles. We run them.
0% tax on qualifying carried interest
Under the Unified Funds Exemption, qualifying funds — onshore or offshore — are exempt from Hong Kong profits tax on a broad range of specified asset transactions. Layered on top, the Carried Interest Tax Concession taxes eligible carry at 0% for both profits tax and salaries tax, provided the fund is HKMA-certified and the substance conditions are met.
The headline is 0%. The detail is whether your books and records will actually support the exemption when the Inland Revenue Department asks. That is where most managers trip up, and it is where our operational work earns its keep. See our fund tax readiness checklist and our practical guide to building real fund substance in Hong Kong.
A legal migration route for existing funds
Hong Kong’s inward company re-domiciliation regime came into force on 23 May 2025. Eligible non-Hong Kong companies — including fund vehicles and GP entities — can now move their legal seat to Hong Kong without winding up, novating or transferring assets. Legal continuity is preserved. Unilateral tax credits prevent double taxation on exit. And re-domiciled companies are treated as Hong Kong tax residents for IRO and treaty purposes, unlocking Hong Kong’s fifty-plus double tax treaties.
For managers re-evaluating their offshore footprint under tightening substance rules, this is the cleanest migration path Hong Kong has ever offered.
A legal home for Asia capital
English common law. Full capital account convertibility. Direct access to Mainland LPs and portfolio companies. Nothing in Asia gets closer to where the capital actually is. For GPs raising Asia-focused or China-adjacent funds, that proximity is increasingly hard to replicate from Singapore or the Caymans.
For the broader operational view, read our walkthrough on operating a Hong Kong private investment vehicle end-to-end.
You already have three options in Hong Kong. Here is the fourth.
Big law will charge you like big law and staff you with a first-year associate. A pure corporate services shop will handle your filings but cannot draft your LPA. Or you hire both, and spend six months project-managing the handover between them yourself.
TITUS Solicitors and IMSG Corporate Services are the fourth option — a law firm and a corporate services business built to run as one team, on one engagement, for the full life of your fund.
TITUS Solicitors — the legal partner
LPF and OFC structuring, LPA drafting and the full side-letter programme
GP, manager and carry vehicle structuring, including substance planning for UFE and carried interest concession eligibility
SFC Type 4 and Type 9 licensing liaison for the manager or delegated investment manager
Regulatory advice on virtual assets, tokenised funds and fintech strategies — an area where TITUS has developed recognised depth
Ongoing deal counsel on portfolio investments, co-invests, NAV facilities and exits
Cross-border coordination with Cayman, BVI, Singapore, PRC and European counsel
IMSG Corporate Services — the execution partner
Incorporation of the fund, GP, manager and carry vehicles with the Hong Kong Companies Registry
Company secretary, registered office and ongoing statutory filings
Bookkeeping, management accounts, audit coordination and Hong Kong profits tax filings
Bank account introductions and onboarding support — still the single biggest friction point for any new manager
Ongoing AML and KYC, beneficial ownership register and economic substance support
See how the integrated engagement works in practice in our guide to IMSG Startup Essentials.
What the first thirty days look like
Most firms will not commit to a timeline. We will.
Week 1 — Structure call. Term sheet for the fund agreed. Engagement signed.
Week 2 — LPA drafting begins at TITUS. Entity filings kick off in parallel at IMSG.
Week 3 — Bank introductions. SFC licensing prep if required. Substance plan mapped.
Week 4 — First closing window opens.
Timelines assume a clean LPF with no unusual regulatory wrinkles. Complex mandates take longer — we will tell you exactly how long on the first call. For the concrete step-by-step view, see our complete Hong Kong incorporation guide for 2026.
Built for overseas founders
You do not need to be in Hong Kong to run a Hong Kong fund. Most of our overseas clients never set foot in the city until after first closing. IMSG runs remote KYC and bank onboarding. TITUS runs drafting and negotiation over video and secure document rooms. Non-resident directors, remote incorporation and remote bank account opening are all standard.
Bank account opening is the silent deal-killer for new managers in any jurisdiction, and Hong Kong is no exception. It is also the area where we have the most practical public-facing playbook:
Frequently asked questions
Can I run the whole set-up remotely?
Yes. Most of our overseas clients never fly to Hong Kong until after first closing. IMSG handles remote KYC and bank onboarding; TITUS runs drafting and negotiation over video. Read our detailed position on remote bank account opening.
Can I keep my existing LPs, track record and economics if I re-domicile an existing fund?
In most cases, yes. The Hong Kong re-domiciliation regime (effective 23 May 2025) lets eligible non-Hong Kong companies move their legal seat to Hong Kong while preserving corporate identity and contractual continuity. We will walk you through whether your existing vehicle qualifies on the first call.
Do I need an SFC licence?
It depends on where the investment management activity actually sits. In many cross-border structures the manager is offshore and delegation removes the licensing question entirely. Where a licence is required, TITUS runs the Type 4 and Type 9 applications end-to-end.
How does the 0% carried interest concession actually work?
The fund has to be HKMA-certified, the UFE asset and substance conditions have to be met, and the carry has to arise from qualifying transactions. TITUS structures the carry vehicle. IMSG runs the ongoing substance and records. The detail that decides it sits inside our fund tax readiness checklist.
How long does a typical LPF set-up take?
Four to six weeks from engagement to ready-for-first-close for a clean LPF. OFCs and re-domiciliations run longer. We will give you a real date on the structure call — not a sales date. Our LPF operations checklist is the best place to understand what has to be in place on day one.
Book a 30-minute structure call
No pitch deck. No hard sell. Bring your strategy and your current structure. We will walk you through whether Hong Kong makes sense, what the cleanest set-up looks like, and roughly how long it will take to get to first close.
TITUS Solicitors  | IMSG Corporate Services  | Hong Kong