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Common limited partnership
Luxembourg SCS: common limited partnership
The société en commandite simple (SCS) is the Luxembourg limited partnership with legal personality, suited to operating joint ventures, family structures and holdings of participations.
Why choose an SCS rather than an SCSp?
Choose the SCS when the partnership needs to act as a business in its own name: sign contracts, hold shares or property directly, employ people or be a party to legal proceedings. The legal personality gives third parties a counterparty they can deal with directly, which suits joint ventures, family holdings and operating structures.
Operating activity
Run a business or a joint venture through a partnership that contracts in its own name.
Direct holdings
Hold shares, real estate or other assets directly in the partnership's name.
Family structures
Pool family assets with clear roles between the managing partner and the passive family members.
Tax flexibility
Taxed in principle at the partner level, with attention to commercial activity and corporate General Partners.
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What to prepare before incorporating an SCS
- The identity of the General Partner and of every Limited Partner, with KYC documents
- The name, purpose, duration and registered office of the partnership
- The amount of each contribution, in cash or in kind, and the profit-sharing rules
- The management rules, reserved matters and exit or transfer clauses
- The bank, the accountant and the person who will keep the registers
What is a Luxembourg SCS?
The SCS is a commercial partnership formed by at least one General Partner (associé commandité) with unlimited and joint liability and one or more Limited Partners (associés commanditaires) whose liability is limited to their contribution. Unlike the SCSp, it has legal personality, so it can contract, hold assets and sue in its own name.
SCS or SCSp: which one?
Choose the SCS if
You want a vehicle with legal personality, for example an operating joint venture, a holding of participations or a family structure.
Choose the SCSp if
You are pooling capital for an investment strategy: private equity, venture capital, real estate or a fund-like structure.
Learn more →Both share
No minimum capital, contractual freedom, tax transparency in principle, and a General Partner with unlimited liability.
Formation and registration
- Limited partnership agreement signed by private or notarial deed
- Name, registered office, corporate purpose, duration and contributions defined in the agreement
- Filing of an extract with the RCS and publication in the RESA
- Declaration of beneficial owners to the RBE
- Registered office in Luxembourg, through a domiciliary agent if needed
Liability
The General Partner answers for the debts of the partnership without limit. Limited Partners lose their protection if they carry out management acts towards third parties. The partnership agreement should reflect the acts that the law allows Limited Partners to perform without breaching this rule.
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