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Special limited partnership
Luxembourg SLP (SCSp): special limited partnership
The Luxembourg SLP, legally the société en commandite spéciale (SCSp), is the contract-driven vehicle of choice for private equity, venture capital, real estate and investment structures.
Why the SLP (SCSp) wins over other Luxembourg vehicles
Compared with a private limited company (SARL) or a public limited company (SA), the special limited partnership is faster to form, cheaper to run and far more flexible. There is no notarial deed, no share capital to pay in and no rigid corporate governance: the partners decide how decisions are taken and how profits are shared.
Speed
Signed by private deed and registered with the RCS within a few working days, with no notary appointment.
Flexibility
Classes of interests, preferred returns, carried interest and distribution waterfalls written freely in the LPA.
Protection
Investors are liable only up to their commitment, while the General Partner carries the management risk.
Tax neutrality
The partnership itself is generally transparent, so the tax is determined at the level of each partner.
Learn more →Recognition
A familiar structure for investors, banks, auditors and advisers in every major financial centre.
How an SLP is structured
Every SLP has two kinds of partners. The General Partner (associé commandité) manages the partnership, represents it towards third parties and bears unlimited liability. The Limited Partners (associés commanditaires) contribute capital or commitments, share in the results and stay passive. The partnership has its own name, its own assets and a registered office in Luxembourg, even though it does not have legal personality.
- A name, a registered office and a purpose defined in the partnership agreement
- One or more General Partners and one or more Limited Partners
- Commitments and contributions recorded in a register, with no shares
- Registration with the RCS, publication in the RESA and declaration of beneficial owners to the RBE
- Annual accounts prepared and approved according to the agreement
Want this set up for your project?
Tell us about it and receive a structuring proposal and a fee estimate.
Typical SLP use cases
Private equity and venture capital
One partnership per fund or per deal, with investors as Limited Partners and the sponsor as General Partner.
Learn more →Real estate
A transparent holding vehicle for a property or a portfolio, shared among partners.
Family office
A flexible vehicle to hold family wealth, with governance defined by the family.
Co-investment and carried interest
Dedicated vehicles for management teams and co-investors alongside a main fund.
What is a Luxembourg SLP (SCSp)?
The special limited partnership was introduced into Luxembourg law by the law of 12 July 2013. It has no legal personality, but it has its own name, a separate patrimony and is registered with the Luxembourg Trade and Companies Register (RCS). It is formed by a limited partnership agreement signed by at least one General Partner and one Limited Partner, without a notary and without any minimum capital.
The General Partner manages the partnership and is liable without limit and jointly for its debts. The Limited Partners are liable only up to their contribution, provided they do not take part in management towards third parties.
Why investors choose the SLP
Contractual freedom
Management, capital calls, distribution waterfall, transfers and exit are set by the agreement, not imposed by statute.
Tax transparency
In principle transparent for income tax. The position depends on the activity and on the General Partner.
Learn more →Light formalities
Private deed, no minimum capital, registration with the RCS and the RBE, publication in the RESA.
SLP versus SCS
| SCS (common limited partnership) | SCSp (special limited partnership) | |
|---|---|---|
| English name | Common limited partnership | Special limited partnership (SLP) |
| Legal personality | Yes | No, but own name, separate assets and RCS registration |
| Formation | Private or notarial deed | Private deed |
| Minimum capital | None | None |
| Liability | GP unlimited and joint; LPs limited to contribution | GP unlimited and joint; LPs limited to contribution |
| Typical use | Operating joint ventures, holdings | Private equity, venture capital, real estate, funds, carried interest |
| Registration | RCS and RBE | RCS and RBE |
No notary at any stage
A capital company (SARL, SA) needs a notary to be formed, to be amended and to be liquidated. The SCSp does not: it is formed by private agreement, amended and wound down without a notary, in days. This is the main practical advantage of the structure.
Also worth knowing
- Tax transparent: no Luxembourg corporate income tax or net wealth tax at partnership level in principle; each partner is taxed in its own country of residence.
- Open to every investor profile: no minimum net worth or professional investor status is required for an unregulated SCSp.
- Unregulated within the AIFM thresholds: below EUR 100 million with leverage, or EUR 500 million unleveraged with no redemption rights for five years, the manager registers rather than seeking full authorisation.
- One project, one fund: each project can have its own SCSp, or its own compartment, while the same General Partner runs them all.
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