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Partnership agreement
The limited partnership agreement (LPA)
The LPA is the contract that governs a Luxembourg SCS or SCSp. Because the law leaves wide freedom to the partners, the quality of the agreement determines the quality of the structure.
Why the partnership agreement is your most valuable document
In an SLP the law leaves the partners free to organise almost everything. That freedom is only an advantage if the agreement is well written: it is the document that protects the General Partner, reassures investors and decides what happens when something goes wrong.
Governance
Powers of the General Partner, reserved matters, advisory committee and voting rules.
Economics
Contributions, distributions, preferred return, management fee and carried interest.
Investors
Admission, transfers, defaults, side letters and information rights.
Exit
Removal and replacement of the General Partner, term, dissolution and liquidation.
Want this set up for your project?
Tell us about it and receive a structuring proposal and a fee estimate.
Documents we prepare around the agreement
- Limited partnership agreement (LPA)
- Subscription agreements and investor questionnaires
- Side letters for specific investors
- General Partner resolutions and registers
- Documents for the RCS, the RESA and the RBE
What the LPA covers
Capital and commitments
Commitments, capital calls, default mechanisms, contributions in cash, in kind or in services.
Learn more →Governance
General Partner powers, reserved matters, investment or advisory committee, meetings and decisions.
Economics
Distribution waterfall, preferred return, carried interest, fees and expenses.
Transfers and exit
Transfer of interests, pre-emption, drag and tag along, withdrawal and exit rules.
Protection
Limited Partner non-interference, conflicts of interest, indemnification, reporting and confidentiality.
Life of the partnership
Duration, amendments, dissolution and liquidation.
How we draft it
We coordinate the drafting with our legal partners from a term sheet or from your own draft. The agreement is built around your investment strategy and your investor base, and reviewed against the Luxembourg law of 10 August 1915 as amended, so that the General Partner and the Limited Partners know exactly where they stand.
Side letters and investor documents
Specific investors may require side letters, subscription agreements or commitment letters. We prepare and align them with the main agreement so that the structure stays consistent as new investors join.
Amendments over time
Partnerships evolve: new investors, new closings, change of General Partner. We prepare the amendments and the corresponding RCS and RBE filings.
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