In July 2013, Luxembourg adopted the Law on Alternative Investment Fund Managers (FIA fund managers), which, in addition to the introduction of EU Directive 2011/61/EU (AIFMD / Alternative Investment Fund Managers Directive), modernizes the legislation governing investment instruments and creates a new form of partnership.
Along with the existing Common Limited Partnership (Société en Commandite Simple), abbreviated as CLP, a Special Limited Partnership (Société en Commandite Spéciale), abbreviated as SLP, was introduced. The main difference between these partnerships is that the SLP has no legal personality.
CLPs and SLPs are most often used as investment instruments in such areas as: private equity, hedge funds, real estate funds, private investment management, equity management, investment consulting activities, and others.
Partnerships can be either unregulated or regulated structures.
Unregulated CLPs / SLPs are governed by the Company Law, and, if they fall under the scope of AIFMD, must also comply with this Directive.
Regulated CLPs / SLPs are subject to the specific regulations applicable to the selected regulated instrument, such as SIF Law or SICAR Law. Regulated structures are supervised by the CSSF (Commission de Surveillance du Secteur Financier). In addition, CLPs and SLPs may fall under the AIF regime. Therefore, the regulations applicable to CLPs and SLPs depend on the relevant regulatory regime.
If private investment management, equity management and investment consulting activities are provided to third parties, then this activity is subject to additional regulation in Luxembourg.
If such services are provided to investors, i.e. Limited Partners, in relation to their investments, then it is sufficient to establish an unregulated CLP / SLP, without additional permits, requirements, or restrictions.
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Type of entity
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CLP (Common Limited Partnership)
or SCS (Societe en Commandite Simple) |
SLP (Special Limited Partnership)
or SCSp (Societe en Commandite Special) |
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Brief description
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- has a legal personality
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- has no legal personality
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Manager
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- at least one Manager (can be either the General Partner or other person)
- can be an individual or a legal entity |
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Partners
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- at least two partners: one General Partner (unlimited liability) and one Limited Partner (limited liability);
- can be individuals and legal entities |
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Share capital
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- no minimum requirements for the authorized or issued share capital
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Establishment and registration
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- drafting and signing of the Partnership Agreement. It can be made in the form of a Private Deed that does not require certification by a notary (notarization may be necessary if the document has to be apostilled later on).The establishment date is deemed to be the date of the Partnership Agreement;
- publication of extracts from the Partnership Agreement; - registration of the CLP / SLP in the Luxembourg commercial register. Limited Partners’ details and their contributions are not published; - registration of the CLP / SLP with the Luxembourg tax authorities; - account opening. |
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CLP/SLP establishment, including a standard Private Deed, registration in the Trade Register and with tax authorities (not including notarial fees, if notarization is required)
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EUR 6 500* net of VAT**
*for a partnership with a maximum of 3 beneficial owners |
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Registered address, starting from the 1st year
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EUR 8 090 net of VAT** / year
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Bank account opening in Luxembourg
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EUR 3 500 net of VAT**
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Nominee Manager (legal entity)
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EUR 3 900* net of VAT** / year
*fees for signing, review of documents and other time spent are charged additionally |
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Financial statements and audit
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Audit fees will depend on the company’s activities and volume of business done by the company, i.e. from the time spent by the auditor on processing the documents. Charged at hourly rates.
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**17% VAT is charged if a service is provided to an EU resident.