Special limited partnership (SCSp)
Last update
The way a special limited partnership (société en commandite spéciale - SCSp) operates is similar to that of a standard limited partnership. Based on the 'limited partnership' model, it serves as an additional investment vehicle suitable for investment funds.
An SCSp is a commercial company.
The main difference between the SCSp and the SCS is that the SCSp does not have a legal personality.
Who is concerned
To form an SCSp, a minimum of 2 partners is always required, with at least:
- one general partner; and
- one limited partner.
A general partner may simultaneously be a limited partner unless otherwise stipulated in the SCSp partnership agreement.
A legal person may be a partner.
The SCSp does not have a legal personality separate from that of its partners.
Prerequisites
Anyone wishing to set up a business in Luxembourg must hold the necessary licences and authorisations to carry out their activities.
Prior to establishing an SCSp, you must ensure that the general partners are eligible to act as traders. This is, however, not a requirement for limited partners.
Costs
Setting up an SCSp entails certain costs, including:
- the cost of publication in the Trade and Companies Register (registre de commerce et des sociétés - RCS);
- any costs related to the issuance of administrative authorisations;
- possible notary fees;
- possible auditor’s fees.
How to proceed
Deed of incorporation
An SCSp may be created through a private deed known as a partnership agreement.
Two original copies of the partnership agreement must be drawn up.
There is no legal requirement to have the agreement drawn up by a notary.
The deed of incorporation – in this case, the partnership agreement – must contain at least:
- the company name and its head office;
- the purpose of the company;
- a description of each partner's contributions.
The deed of incorporation must be filed with the RCS in the form of an extract.
Company name
The SCSp must have a company name that is established in its deed of incorporation. This can be:
- either a specific company name;
- or the description of the company's business.
The name must be different from that of any other existing company.
To find out if the company name is available, contact the RCS.
Head office
The registered office of any SCSp is located at its head office. It is assumed to coincide with the registered office specified in the partnership agreement.
Duration
The company may be established for a limited duration or an unlimited duration.
Conversion
The SCSp may change its corporate form in the course of its lifetime through a decision by the partners.
This change will give rise to the creation of a new legal personality.
Dissolution
The SCSp is automatically dissolved at the end of the duration specified in the partnership agreement.
It may be dissolved by the shareholders by majority vote representing three quarters of the partnership's interests, unless specified otherwise in the partnership agreement.
The partnership agreement may authorise the replacement of the general partner in the event of:
- death;
- dissolution, legal incapacity;
- revocation, resignation, impediment;
- bankruptcy;
- other adverse situations affecting the general partner.
Their replacement is:
- carried out in accordance with the terms of the partnership agreement; or
- ordered by the president of the district court at the request of any interested party.
Any document establishing the voluntary dissolution must be accompanied by administrative certificates, such as:
- a certificate from the Joint Social Security Centre (Centre commun de la sécurité sociale);
- a certificate from the Luxembourg Inland Revenue (Administration des contributions directes);
- a certificate from the Registration Duties, Estates and VAT Authority (Administration de l'enregistrement, des domaines et de la TVA).
The company may also be dissolved through a legal ruling due to unlawful activities.
Capital
In an SCSp, the capital is made up of the partnership's interests. There is no minimum required capital.
The partnership agreement must specify:
- the amount of the share capital; or
- the value of the contributions provided by each general partner or limited partner.
The contributions have the following characteristics:
- they may be in cash, in kind or 'in industry' (services, know-how, etc.);
- they may be made over time;
- the terms and conditions for doing so are provided for in the partnership agreement: they need not be valuated by an auditor;
- the contributions need not be made at the time of incorporation.
An SCSp may issue debt securities.
The distribution of dividends is governed by the partnership agreement, which may provide for unequal distribution rules.
Unless otherwise specified, dividends will be distributed proportionally.
Form of ownership shares
The partnership's interests must be registered shares.
Transfer of ownership shares
The terms and conditions of transfers of ownership shares are provided for in the partnership agreement.
Under penalty of nullity, ownership shares may only be transferred, subdivided or pledged in accordance with the terms and conditions provided for in the partnership agreement.
In the absence of specific provisions in the partnership agreement, any transfer other than a transfer upon death, a division of ownership or the pledging of partnership interests:
- the appointment of limited partners requires the approval of the general partner(s);
- the appointment of general partners requires the approval of the partners, who must decide by a three-quarters majority of the partnership's interests.
The SCSp must provide notification of and agree to any transfers and subdivisions.
The partnership agreement may govern the terms and conditions of the buyback of ownership shares by the management or partners.
Structure of the management bodies
The partners' decisions are taken at the general meeting. The partnership agreement may contain specific provisions regarding the operation of the SCSp. Failing that, the following provisions apply.
The general meeting decides on:
- amendments to the partnership agreement;
- changes of nationality;
- conversion or liquidation.
These decisions require a three-quarters majority of the partnership's interests and the consent of all general partners. A partner’s voting rights depend on their shareholding.
All other decisions are taken by a majority of the votes cast.
The general meeting:
- approves the annual accounts each year;
- is summoned:
- by the manager; or
- at the initiative of the partners representing more than half of the ownership shares.
The general meeting may be replaced by a written consultation in which each partner receives the text of the decisions to be taken. In this case, the vote is taken in writing.
The information that the partners must be provided with is limited to the information specified in the partnership agreement.
Daily management of the SCSp
The SCSp is managed by one or more managers, who may or may not be general partners.
The manager(s) are appointed in accordance with the rules provided for in the partnership agreement.
If the partnership agreement is silent on the appointment of managers, all of the general partners can bind the company.
The manager must not be a trader.
The manager represents the company with regard to third parties and in legal proceedings.
Liability
General partners are jointly and severally liable for the company's obligations.
Limited partners have liability limited to the amount of their partnership interests, whether or not these are represented by shares, in accordance with the terms set out in the partnership agreement. They must not:
- take any management action in relation to third parties; or
- normally participate in management activities in relation to third parties.
Otherwise, they forfeit the benefit of the limitation of their liability.
However, acts relating to the exercise of their rights as limited partner are not affected by this restriction.
General partners:
- are authorised representatives;
- are liable only for errors made in the performance of the duties entrusted to them;
- may validly bind the SCSp.
The restrictions on a manager's powers are not binding on third parties, even if they are published.
However, the partnership agreement may appoint one or more managers to represent the partnership, either individually or jointly. This clause is then binding on third parties, subject to publication in the RCS.
An SCSp is bound by the acts of a manager, even if those acts go beyond the scope of the company’s business. Unless it proves that the third party:
- knew that the act went beyond the scope of the business; or
- could not have been unaware of this fact, given the circumstances.
The mere publication of the articles of association is not sufficient to constitute such proof.
Obligations
Maintenance of a register
The SCSp must keep a register containing:
- a complete, certified and up-to-date copy of the company's partnership agreement;
- a list of all the partners, who must be clearly identified;
- details on the ownership shares held by each partner;
- references to any transfers of ownership shares.
In theory, any partner may view this register.
Required disclosures relating to the SCPs' assets, or other formalities relating to its pooled assets, are made in the name of the SCSp.
Oversight of the SCSp
The law does not require any oversight by internal auditors.
An audit by a chartered accountant is only mandatory under certain circumstances, namely:
- for regulated SCSp entities, such as an alternative investment fund (AIF); or
- if required by the partnership agreement; or
- for any SCSp which, at the balance sheet date and following two consecutive financial years, exceed the numerical thresholds for two of the following three criteria:
- balance sheet total: EUR 7.5 million;
- net turnover: EUR 15 million;
- average number of full-time employees: 50.
Legal publications
The company must apply for registration with the RCS through the Luxembourg Business Registers.
You must provide the following company details:
- the exact names of the joint partners;
- the company name or corporate name;
- the corporate purpose;
- the registered office;
- the names of the managers and their signing authority;
- the duration of the company.
It is not necessary to list the limited partners by name.
In addition, the SCSp must file the following information with the RCS:
- subsequent amendments to the deed of incorporation;
- information on the appointment of managers, transfers of managerial duties and, where applicable, their deaths;
- an extract of the deed specifying the terms and conditions of liquidation and liquidators' powers;
- certain legal decisions;
- where applicable, information on the dissolution of the company.
Accounting aspects
The SCSp must maintain accounts that are appropriate for the nature and scope of its business.
It is not required to produce or file annual financial statements (balance sheet, profit and loss account and the annex).
Tax aspects
The SCSp is subject to the following taxes and fees:
- fixed registration fee;
- property tax;
- business tax;
- net wealth tax (if the shareholder is an opaque entity);
- personal income tax;
- as a fiscally 'transparent' entity, an SCSp is not taxable as such;
- VAT; the frequency of returns depends on the following criteria:
- if the annual turnover excluding taxes is less than EUR 112,000: VAT returns must be filed annually;
- if the annual turnover excluding taxes is between EUR 112,000 and EUR 620,000: VAT returns must be filed quarterly;
- if the annual turnover excluding taxes exceeds EUR 620,000: VAT returns must be filed monthly.
Who to contact
House of Entrepreneurship
- Address:
- 14, rue Erasme L-1468 Luxembourg Luxembourg
- Phone:
- (+352) 42 39 39 330
- Email address:
- info@houseofentrepreneurship.lu
Closed ⋅ Opens tomorrow at 8.30
- Monday:
- 8.30 to 17.00
- Tuesday:
- 8.30 to 17.00
- Wednesday:
- 8.30 to 17.00
- Thursday:
- 8.30 to 17.00
- Friday:
- 8.30 to 17.00
- Saturday:
- Closed
- Sunday:
- Closed
Chamber of Skilled Trades and Crafts Contact Entreprise
- Address:
-
2, circuit de la foire internationale
L-1347
Luxembourg-Kirchberg
Luxembourg
B.P. 1604, L-1016
- Email address:
- contact@cdm.lu
- Website:
- http://www.cdm.lu/
-
Luxembourg Business Registers (LBR)
- Address:
- Luxembourg
-
Luxembourg Business Registers (LBR) Diekirch Office
- Address:
-
Bei der Aaler Kirch - Place Joseph Bech
L-9211
Diekirch
Luxembourg
B.P. 20 / L-9201
- Phone:
- (+352) 26 42 81
- Fax:
- (+352) 26 42 85 55
- Email address:
- helpdesk@lbr.lu
- Website:
- https://lbr.lu
Only on Monday by appointment. -
Luxembourg Business Registers (LBR) Luxembourg Office
- Address:
-
31, Avenue de la Gare
L-1611
Luxembourg
Luxembourg
L-2961 Luxembourg
- Phone:
- (+352) 26 42 81
- Fax:
- (+352) 26 42 85 55
- Email address:
- helpdesk@lbr.lu
- Website:
- https://www.lbr.lu
Closed ⋅ Opens tomorrow at 9.00
- Monday:
- 9.00 to 12.00, 13.30 to 16.00
- Tuesday:
- 9.00 to 12.00, 13.30 to 16.00
- Wednesday:
- 9.00 to 12.00, 13.30 to 16.00
- Thursday:
- 9.00 to 12.00, 13.30 to 16.00
- Friday:
- 9.00 to 12.00, 13.30 to 16.00
- Saturday:
- Closed
- Sunday:
- Closed
Monday-Friday from 9.00 to 12.00 and from 13.30 to 16.00 /Registration helpdesk only by appointment.
2 of 3 bodies shown
Related procedures and links
Procedures
Links
Legal references
-
Loi modifiée du 10 août 1915
concernant les sociétés commerciales
-
Loi modifiée du 19 décembre 2002
concernant le registre de commerce et des sociétés ainsi que la comptabilité et les comptes annuels des entreprises
-
Loi du 27 mai 2016
modifiant, en vue de réformer le régime de publication légale relatif aux sociétés et associations, - la loi modifiée du 19 décembre 2002
-
Règlement grand-ducal du 25 octobre 2024
portant modification : 1° de l’article 1711-4 de la loi modifiée du 10 août 1915 concernant les sociétés commerciales ; 2° des articles 35 et 47 de la loi modifiée du 19 décembre 2002 concernant le registre de commerce et des sociétés ainsi que la comptabilité et les comptes annuels des entreprises, en vue de la transposition de la directive déléguée (UE) 2023/2775 de la Commission du 17 octobre 2023 modifiant la directive n° 2013/34/UE du Parlement européen et du Conseil en ce qui concerne l’ajustement des critères de taille pour les micro-, petites, moyennes et grandes entreprises ou pour les groupes
