How does a partnership work in Hong Kong, and what is a limited partnership?
A partnership is two or more people carrying on business together for profit. In a general partnership each partner can bind the others and all are jointly liable for debts. A limited partnership has at least one general partner with full liability and limited partners liable only up to their contribution.
General partnership (Partnership Ordinance, Cap. 38)
- Formed when two or more persons carry on business in common with a view to profit; a written agreement is not legally required but is strongly advisable.
- Every partner acts as agent of the firm and the other partners. What one partner agrees in the ordinary course of business can bind all.
- Partners share the debts jointly and severally, meaning a creditor can pursue any one partner for the whole amount.
- Register the business with the IRD Business Registration Office within one month of starting.
Limited partnership (Cap. 37)
- At least one general partner (fully liable) and at least one limited partner (liable only up to the capital contributed).
- A limited partner must not take part in management or can lose the protection.
- It must be registered with the Registrar of Companies.
- Limited partnerships have more restrictions, so most small businesses choose a general partnership or a limited company.
What a partnership agreement should cover
- Names, capital contributions and profit/loss shares.
- Each partner's role, powers and decision-making.
- What happens when a partner leaves, dies or disputes arise, and how partnership property is treated.
Separate rules apply to limited partnership funds under Cap. 637, which are outside the scope of this answer.
Legal basis
- Partnership Ordinance (Cap. 38)
- Limited Partnerships Ordinance (Cap. 37)
- Business Registration Ordinance (Cap. 310)
Sources
Applies to 2026 · Last reviewed 29 October 2026
General information for business owners, not legal, tax or professional advice. Rules change, so check the sources or ask a licensed professional before you act.
Related questions
- Which business structure should I choose in Hong Kong: sole proprietorship, partnership or limited company?Hong Kong offers sole proprietorships, partnerships, limited companies and, for overseas firms, branch or representative offices. The main trade-off is liability: a sole proprietor or general partner is personally liable without limit, while a limited company's members are liable only up to unpaid share capital.
- How do I set up a sole proprietorship in Hong Kong and what is my liability?Register the business with the Inland Revenue Department's Business Registration Office within one month of starting trading. There is no separate legal entity, so you are personally liable without limit for the business's debts.
- What is a private company limited by shares in Hong Kong and why do most businesses choose it?It is a separate legal entity whose shareholders are liable only for any unpaid amount on their shares. It is the most common vehicle in Hong Kong because it protects personal assets and makes ownership easy to transfer, in exchange for statutory filing and record-keeping duties.
- Should an overseas company set up a branch, a representative office or a Hong Kong subsidiary?A branch is the overseas company itself trading in Hong Kong and must register as a non-Hong Kong company within one month. A representative office can only liaise or research, not trade for profit. A subsidiary is a separate Hong Kong company that ring-fences liability.
- How do I incorporate a limited company in Hong Kong, step by step?Pick a name, then file Form NNC1, the articles of association and the business registration notice (IRBR1) with the Companies Registry, usually online through the e-Services Portal. Once the name clears and fees are paid, a certificate of incorporation and business registration certificate are issued together.