A société momentanée is a temporary partnership between businesses and which is set up, without company name, to carry out one or more specific commercial operations. The permits required are based on the person in charge of the management of the temporary partnership.

The temporary partnership is considered as a real company just like any other commercial business. What distinguishes it from a standard partnership (société en nom collectif - SENC) is that its object is temporary and that it is not intended to form a 'durable community of common interests' between the partners. In addition, a temporary partnership is a form of company which does not have a legal personality according to the law.

Who is concerned

A temporary partnership can be formed by any natural or legal person that wishes to form a temporary partnership with other businesses, in Luxembourg or abroad, in order to:

• carry out a joint project;
• provide mutual support;
• share the additional profits that could be generated by such an arrangement.

Prerequisites

A temporary partnership can only be established if it satisfies the following conditions:

• the lifetime of the partnership must be limited;
• the object must be limited to a small number of operations.

How to proceed

Creation of the company

Constitutional documents

• no articles of association or permits or registration;
• no creation of a legal personality.

Duration

• temporary formation until the object has been achieved.

General remarks

• no company name;
• no asset base;
• no capacity to contract;
• no nationality;
• no registered office;
• no declaration of bankruptcy.

Partners/Members

Conditions

• natural or legal persons;
• intuitu personae in nature.

Number

• no minimum or maximum.

Capital contributions

• no share capital, no asset base;
• possibility of contribution of assets for utilisation;
• possibility of contribution in kind or in cash in return for payments for a transfer of usage.

Liability

• the partners are jointly and severally liable.

Operation

Management organ

• freedom to draft articles of association;
• the manager is generally chosen among the partners and acts on behalf of the partnership, and therefore on behalf of each partner.

Accounting and financial information

• freedom to draft articles of association.

Controlled supervision of the company

• freedom to draft articles of association.

Tax aspects

• fiscal transparency, therefore subject to the regime applicable to partnerships;
• each partner is taxable on the business profits attributed to him;
• VAT (VAT registration depending on the company's business activity).

Who to contact