Fund Formation and Structuring
To optimize tax strategies, establishing an investment fund can offer significant benefits, and our seasoned professionals are skilled in analyzing each client’s unique situation to recommend the most suitable structure. Windward provides support through the following services:
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Advising on fund structure and setup.
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Conducting comprehensive reviews of fund documents, including the Private Placement Memorandum (PPM), subscription agreement, redemption form, and memorandum and articles of association.
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Facilitating investor communication and assisting with anti-money laundering compliance.
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Performing thorough client due diligence.
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Consulting with the registered office and coordinating with local legal counsel.
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Coordinating license applications with regulatory authorities.
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Supporting the appointment of non-executive directors.
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Managing the fund setup by liaising with legal, audit, and banking partners.
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Assisting with bank account openings.
This full suite of services enables investors to confidently navigate the complexities of fund management while optimizing their tax position.


Open-ended Fund Company
(OFC fund)
Hong Kong’s fund market is robust, with over 2,000 publicly offered funds, encompassing options from both local and international sources. Traditionally, funds in Hong Kong were primarily established as unit trusts due to restrictions under the Companies Ordinance regarding share capital and capital distribution. However, in 2018, the Open-Ended Fund Company (OFC) structure was introduced under the Securities and Futures Ordinance, providing a corporate fund structure alternative to unit trusts. The OFC structure allows funds to operate as legal entities, with assets safeguarded by a custodian and managed by a licensed investment manager. OFCs may also establish multiple sub-funds under a “protected cell” regime, ensuring asset and liability separation for each sub-fund, which reduces cross-liability risk.
Benefits of OFC structure:
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Cost Savings: More economical compared to traditional offshore jurisdictions.
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Global Distribution Appeal: Familiar corporate structure for overseas investors, aiding in international fund distribution.
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Versatile Fund Types: Suitable for various fund types, including public and private funds, hedge funds, private equity, and listed or unlisted funds.
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Streamlined Management: No mandatory annual reports or annual general meetings; only basic regulatory requirements need to be met.
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Government Grants: Eligible for a grant of up to HK$1 million for newly incorporated or re-domiciled OFCs.
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Hong Kong Profits Tax Exemptions: OFCs can enjoy profits tax exemptions on certain qualifying transactions.
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Protected Cell Regime: Allows sub-funds to operate independently with asset and liability segregation, minimizing risk exposure between sub-funds.
These advantages make the OFC structure an appealing and flexible option for fund managers and investors.
How Windward can help:
Windward offers extensive expertise and support for setting up and managing OFCs. With a dedicated team well-versed in regulatory compliance and financial sector operations, Windward provides guidance through regulatory intricacies, ensuring all operations align with governing regulations. Our services cover everything from regulatory compliance and investor relations to operational strategies, tailored specifically to meet your OFC’s needs for clear and compliant operations. Windward fosters enduring client relationships by understanding their unique challenges and aspirations, successfully supporting numerous OFCs in achieving regulatory compliance and operational success in Hong Kong’s dynamic fund landscape.

Hong Kong Limited Partnership Funds (HKLPF)
the Hong Kong Government introduced a new private fund framework under the Limited Partnerships Fund Ordinance (Cap. 637), effective since 31 August 2020, modernizing the outdated Limited Partnership Ordinance (Cap. 37). This new ordinance enables eligible private funds to register as limited partnerships, focusing on effective investment management and enhanced investor protection.
Features of HKLPF:
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No Separate Legal Entity: The HKLPF itself is not a separate legal entity, offering unique flexibility.
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Enhanced Contractual Freedom: Partners enjoy greater flexibility in structuring agreements.
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No Minimum Capital Requirement: Start your fund with no mandatory initial capital.
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No Statutory Investment Restrictions: Invest freely without limitations set by regulations.
Benefits of HKLPF:
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Attractive for Private Fund Setup: Ideal for establishing private investment funds in Hong Kong’s dynamic financial environment.
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Regional Capital Injection: Especially beneficial for corporations in the Greater Bay Area, driving economic growth.
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Cost-Effective: A fixed application fee provides significant cost savings compared to offshore jurisdictions.
General Requirements for HKLPF:
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Fund Definition Compliance: The fund must align with the definition of "fund" under section 3 of the Bill.
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Governed by Partnership Agreement: Each HKLPF operates under a limited partnership agreement.
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General Partner: Requires at least one General Partner with unlimited liability for the fund’s obligations.
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Limited Partner: At least one Limited Partner with limited liability.
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Local Office: Maintain a Hong Kong-based office for seamless communications.
Key Entities in HKLPF:
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Investment manager
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Auditor
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Responsible persons
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Authorized representative (if applicable)
Setup Procedures for HKLPF:
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Application Submission: The General and Limited Partners apply to the Registrar of Companies.
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Form Preparation: Complete the "Application for Registration of Limited Partnership Fund" form and submit the HK$3,034 fee.
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Submission Requirements: All documents and fees must be submitted by a registered Hong Kong law firm or a solicitor practicing Hong Kong law.
How Windward can help:
Prior to setting up an LPF, Windward provides a customized proposal after thoroughly assessing the client’s background and needs. Following discussions and mutual agreement among all parties, Windward proceeds with the LPF setup and structuring, helping clients expand their business and achieve success.
Windward's Support for LPF Setup:
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Windward assists with all aspects of LPF setup.
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We review fund documents, agreements, and procedures for LPF establishment.
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Windward coordinates necessary applications with relevant authorities.
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We support license applications required for LPF setup.
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Windward ensures that the LPF setup complies with all applicable laws and ordinances.
Upon successful LPF establishment, Windward is committed to providing ongoing support for LPF-related administration and compliance, ensuring efficient operation and safeguarding clients' interests.
Ongoing Support from Windward:
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We assist in LPF administration.
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Windward ensures the fund’s compliance with relevant laws and regulations.
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We provide secretarial services for the fund.
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Windward offers support for the fund’s accounting and financing needs.
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We monitor and review the fund’s cash flow to ensure optimal performance.
With Windward’s expert services, clients can confidently manage their Limited Partnership Fund in compliance with regulatory standards and operational best practices.

Cayman Fund
Thanks to the Cayman Fund's highly favorable tax environment, Cayman Fund investments have gained global popularity, including in Hong Kong. Investors benefit from both a stable economic and political climate and significant flexibility in Cayman Fund requirements. Today, the Cayman Islands stands as one of the foremost jurisdictions for offshore investment funds and international capital flows worldwide.
Features of Cayman Funds
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Tax Benefits: Enjoy various tax advantages with no direct taxes on capital gains, income, or profits.
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Ease of Currency Flow: Minimal controls on foreign exchange transactions.
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Flexible Tax Regime: Straightforward and transparent tax processes.
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Diverse Fund Types:
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Registered Fund
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Licensed Mutual Fund
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Administered Fund
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Streamlined Compliance: Minimal auditing restrictions and no mandatory filing requirements.
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Stable Regulatory Framework: Simple compliance with Hong Kong Stock Exchange regulations and a stable government framework.
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High Confidentiality: Protects company operations, management, and asset information with a strong confidentiality regime.
Why Choose Windward
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Strong Partnerships: Windward’s established relationships with CIMA-approved auditors ensure smooth Cayman Fund setup and professional support throughout.
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Comprehensive Service: With Windward’s one-stop audit services, clients can manage all Cayman Fund investment needs under one roof.
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Proven Expertise: Since 2017, Windward has audited over 80 Cayman Islands investment funds, supporting clients with assets totaling over USD 1 billion.
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Diverse Portfolio Knowledge: Our clients’ investments span listed instruments, private equity, fund of funds, cryptocurrency platforms, and debt instruments.
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Professional Team: Backed by 10+ years of Big 4 experience, our team offers a customized alternative to traditional international firms.
Cayman Fund Investment Consultation
Windward, in partnership with CIMA-approved auditors, offers in-depth Cayman Fund investment consultation. Our team’s extensive knowledge of offshore jurisdictions equips clients to navigate market dynamics with confidence and strategy, maximizing investment success. Our Cayman Fund Consultation includes:
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Formation & Structuring: Assisting in every step of Cayman Fund setup.
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Documentation & Compliance: Reviewing fund documents and ensuring regulatory standards are met.
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Fund Administration: Supporting all fund administration needs.
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Restructuring & Winding Up: Guidance through fund restructuring or dissolution processes.
With Windward, clients receive expert, responsive service at every stage of their Cayman Fund investment journey.