Establish a Special Limited Partnership in Luxembourg

Luxembourg is currently the most prosperous financial center in Europe and among the most prestigious ones in the world due to the Government’s care to provide a good investment environment for fund managers and investment schemes. Luxembourg offers a wide range of vehicles to be registered for those setting up investment undertakings, among which the partnership is one of the most popular. Several years back, the Grand Duchy has amended its Company Law in order to accommodate a new type of limited partnership – the special limited partnership (société en commandite spéciale, SCSp). The new type of entity has quickly become one of the most employed types of legal entities for private equity and real estate fund managers.

The main features of special limited partnerships in Luxembourg

Unlike all other types of companies that can be set up in Luxembourg, the special limited partnership does not have a separate legal personality from its founders. Nevertheless, it can be formed by a general partner who will be liable to their full extent for the partnership’s debts and obligations, and by a limited partner whose accountability will be limited to the amount invested in the company. Also, the assets mobilized by the partners in the SCSp can be registered in the name of the partners or of the partnership, according to the law. However, those assets can only be used for three purposes: to create, to run and to dissolve the Luxembourg special limited partnership. The SCSp must have a registered address in Luxembourg.

Our lawyers in Luxembourg can provide you with full information about the characteristics of special limited partnerships in the Grand Duchy. When involved in trading relations, a limited partnership can also apply for an EORI number in Luxembourg.

How to set up a special limited partnership in Luxembourg

The creation of a special limited partnership in Luxembourg consist in drafting a partnership agreement before a public notary or in private. However, the law requires that certain types of investment schemes establishing a SCSp must do so by signing a notarial deed. The agreement must specify the name of the partners and its objectives, but it can also contain other clauses that will help the partners run their business. The Luxembourg special limited partnership must be registered with the Companies Register. 

For assistance in setting up a special limited partnership in the Grand Duchy, do not hesitate to contact our law firm in Luxembourg. We can also help with VAT registration.