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The landscape of investments is ever-changing, and amid this evolution, the Luxembourg Special Limited Partnership (ScSp) has emerged as a valuable asset. Bearing resemblance to traditional limited partnerships, the ScSp presents unique advantages that appeal to investment funds. In this guide, we’ll delve into the nuances of the ScSp, exploring its formation, management, and various facets crucial for investors and businesses alike.

Understanding the Special limited partnership (SLP): a novel investment structure

The Special Limited Partnership (SLP), or Société en Commandite Spéciale (SCSp), is an interesting investment vehicle in the financial arena. While it shares traits with traditional limited partnerships, its distinct features cater specifically to investment funds. Notably, the SCSp is a commercial entity lacking legal personality, setting it apart from other corporate structures.

Identifying SLP/(ScSp) suitability

Before embarking on SLP/ScSp endeavors, it’s essential to discern who stands to benefit. Establishing a Luxembourg SLP/SCSp requires at least two partners, one serving as a general partner and another as a limited partner. Remarkably, even legal entities can assume partnership roles, offering flexibility in structuring partnerships. The SCSp itself lacks legal personality, aligning its identity with that of its partners.

Prerequisites for establishing an ScSp

Potential investors must secure necessary authorizations before forming a Luxembourg SLP or SCSp. General partners need authorization for commercial activities, unlike limited partners.

Cost Considerations

Establishing an ScSp entails expenses such as publication in the Trade and Companies Register. Notary assistance isn’t mandatory.

Navigating Formation

Forming an ScSp begins with drafting a deed of incorporation or partnership agreement, which can be executed privately without notarial involvement.

Key Elements in Incorporation

The partnership agreement must detail the company name, purpose, and partner contributions, submitted to the RCS for registration.

Understanding Capital Structure

Capital in an ScSp is represented by ownership shares, with no minimum requirement. Contributions, in various forms, are detailed in the partnership agreement.

Dividend Distribution and Ownership

Dividends are distributed as per the partnership agreement, and ownership shares must be registered, with transfer procedures outlined in the partnership agreement.

Organizational Structure: Management

Decision-making centers around the general meeting of partners, with managers overseeing daily operations. Managers, who can be general partners, represent the company in legal matters.


General partners bear joint and several liability, while limited partners enjoy limited liability. Managers are liable only for actions within their mandates.

Compliance and Reporting

Maintaining a register with partnership details is required, while internal audits aren’t mandatory. Legal publications formalize the company’s existence.

Accounting and Taxation

ScSp must maintain accounting records but isn’t obligated to file annual financial statements. Taxation varies, with the ScSp itself not taxed.

Leveraging the ScSp for Investment

The ScSp presents a compelling option for structuring investments due to its flexibility, limited liability, and transparency. Adhering to regulatory requirements and understanding tax implications is crucial for success.

In conclusion, the Luxembourg Special Limited Partnership offers a promising avenue for navigating the complex financial landscape. Understanding its intricacies is vital for maximizing its potential in private investments. For guidance on establishing your ScSp, consult a Damalion expert today.