Guide
SCS and SCSp: the Luxembourg limited partnership
The SCS and the SCSp are very flexible partnerships. They let investors pool funds under the direction of a general partner, the GP.
How they work
- A general partner (the GP) manages and is liable for debts without limit.
- Limited partners contribute funds and limit their liability to their contribution.
- The rules are set in a very flexible partnership agreement: rights, distributions, entries and exits.
Uses
The SCSp is often chosen to pool investments between several partners, with a contractual framework adapted to each project. The GP can be a company, which limits personal exposure.
Points of attention
- A limited partner who gets involved in management can lose protection.
- Depending on the capital raised, the alternative investment fund managers regime may apply.
- The tax treatment depends on the nature of the activity and should be analysed with an adviser.
- The RBE and filings apply as for any company.
Frequently asked questions
What is the difference between SCS and SCSp?
Both are limited partnerships. The SCSp offers a more flexible framework, often used for investment.
Must the GP be Luxembourg-based?
Not necessarily, but the management and substance of the structure should be examined at the design stage.
Let's talk about your structure.
Describe your situation. We reply with a first view of the way forward.