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General Partner
The General Partner of a Luxembourg limited partnership
The General Partner (associé commandité) manages the partnership and bears unlimited and joint liability. Choosing it well is the most important decision of any Luxembourg SCS or SCSp.
Why the General Partner decides the quality of your structure
Investors, banks and auditors look at the General Partner first. A well chosen and well governed GP speeds up the bank account opening, reassures investors and protects the sponsor. A poorly chosen one slows everything down.
Credibility
A GP with real management, resident managers and clear governance is what banks and investors expect.
Liability ring-fence
A dedicated GP company keeps the unlimited liability away from the sponsor's operating business.
Control
The GP takes the decisions and signs for the partnership, so the sponsor keeps control of strategy.
Remuneration
Typically a management fee and carried interest, set in the agreement, in return for the risk carried.
Want this set up for your project?
Tell us about it and receive a structuring proposal and a fee estimate.
What we do for the General Partner
- Choice of the GP route: Luxembourg company, UK Ltd or your existing company
- Formation of the GP company and its registered office
- Introduction of professional resident managers for Luxembourg substance
- Bank account assistance and onboarding documents
- Accounting, annual filings and register keeping for the GP company
What does the General Partner do?
The General Partner manages and represents the partnership, signs on its behalf, takes investment and operating decisions within the partnership agreement and answers for its obligations without limit. It controls the vehicle, which is why investors scrutinise its identity, governance and substance.
General Partner: company or individual?
Luxembourg company
SARL, SA or SAS, so that unlimited liability sits in a capitalised entity. A SARL or SA is formed before a notary.
Foreign company
A foreign company, including a UK Ltd, can act as General Partner, subject to substance and compliance requirements.
Individual
Possible, but exposes the individual personally without limit. Rarely used for investment structures.
Limited Partners and non-interference
Limited Partners contribute capital or commitments and share in profits. Their liability is limited to the contribution as long as they do not carry out management acts towards third parties. The law lists acts that do not breach this rule, such as giving advice, sitting on an advisory committee or exercising voting rights. The agreement should mirror that list.
Resident managers and substance
A Luxembourg General Partner company needs managers able to run it from Luxembourg. We introduce professional resident managers for the General Partner, with the local substance required by banks, auditors and investors.
Points to settle in the agreement
- Powers, reserved matters and investment committee
- Remuneration and indemnification of the General Partner
- Removal for cause and without cause, and replacement
- Conflicts of interest and related-party transactions
- Interaction with an AIFM where the partnership is an alternative investment fund
Our dedicated site generalpartner.lu covers the General Partner in depth: roles, GP Ltd, fees and resident management.
Why clients choose us
One point of contact
You deal with one person from the first call to the first accounts, instead of coordinating five advisers.
Fixed fees, agreed in advance
You know the cost before you start. No hourly surprises.
Licensed professionals
Regulated steps are carried out by the licensed professionals in our network.
English and French
We work with international investors and sponsors in both languages.
Clear pricing, from the first call
Indicative prices, then a fixed quote agreed in writing before you start.
SCSp with a UK General Partner
- SCSp agreement, registration and publication
- UK Ltd creation (or your existing UK company)
- 12 months of domiciliation and bank account assistance
Annual services
- Registered office in Luxembourg
- Accounting, annual accounts and tax filings
- General meeting, RCS, RESA and RBE compliance
- Registers and General Partner administration
Final fees depend on the structure, the General Partner route and the number of investors, and are fixed in a written quote. Larger funds are quoted on request. CSSF registration of the GP where required, audit and third-party costs are not included. Full fee details →
How it works
We talk
A free call on your objectives, investors, GP and jurisdictions.
We propose
Structure, GP route, timeline and fixed fees in writing.
We build
Agreement, signature, registration, registered office and bank introduction.
We run it
Accounting, filings, registers and ongoing compliance.
Request a proposal
Tell us about your project and we reply with a structuring proposal and a fee estimate.
Request a proposal