The Luxembourg special limited partnership, or SCSp, is a partnership without legal personality. It combines a general partner, one or more limited partners and a private limited partnership agreement. This makes it useful for investment structures that need contractual rules for commitments, distributions and governance.
The SCSp is a legal form, not a regulatory label. It may be an ordinary holding vehicle, an alternative investment fund or the legal form used by a RAIF, SIF or SICAR. The regulatory and tax results therefore depend on what the partnership actually does and which additional regime applies.
The SCSp in plain terms
At least 2 partners are required. One is the general partner and one is the limited partner. The SCSp has no legal personality, but it has its own estate separate from those of its partners. The current Companies Law governs the legal form.
There is no statutory minimum capital. Contributions may be in cash, in kind or in services, and the limited partnership agreement can set their timing. This flexibility is useful for drawn commitments, but it also means that the agreement must describe the funding process clearly.
The 2 partner roles
The general partner has unlimited joint and several liability for the partnership’s obligations. A corporate general partner is therefore commonly used to separate that exposure from the wider sponsor group. The general partner or another appointed manager represents the SCSp.
Limited partners are generally liable only up to their agreed interests. They must not carry out external management acts that exceed the statutory safe activities available to them. Internal consultation, approval rights and monitoring can be organised without automatically turning a limited partner into the manager. The precise division should be reflected in both the agreement and actual conduct.
An SCSp has at least one general partner and one limited partner, with distinct responsibilities.
The limited partnership agreement
The agreement is the main operating document. It may address commitments, drawdowns, distributions, voting rights, transfers, conflicts, removal of the manager and dissolution. A short agreement can work for a simple holding partnership; a fund structure usually needs a more complete set of rules.
Only an extract is filed with the RCS. The official SCSp guidance confirms that the limited partners do not need to be named in the published extract. The full economic and governance terms can therefore remain private, subject to disclosure duties arising under other laws.
Formation and management
An SCSp can be formed by private deed, so a notarial deed is not generally required. The RCS extract identifies the partnership, registered office, purpose, general partners, managers, signing powers and duration. Beneficial-owner and anti-money-laundering duties remain separate.
| Point | General legal position |
|---|---|
| Minimum partners | One general partner and one limited partner |
| Legal personality | None |
| Minimum capital | None |
| Constitutional document | Limited partnership agreement |
| RCS publication | Extract rather than full agreement |
| Management | One or more managers under the agreement |
The agreement should match the intended decision process from the start. A mismatch between the written powers and actual management can affect liability, tax analysis and regulatory classification.
Tax transparency
The SCSp is generally transparent for Luxembourg corporate income tax. Income is allocated to the partners according to their rights and taxed at their level under the rules applicable to each partner. The partnership is also outside net wealth tax at entity level, while the interests may enter the partners’ own tax bases.
Municipal business tax requires a separate test. Commercial activity can bring the partnership within that tax. For an SCSp qualifying as an alternative investment fund, the tax authority’s Circular LIR 14/4 provides a specific treatment where the general partner’s interest remains below 5%. Outside that case, the nature of the activity and the position of the partners must be reviewed.
The reverse-hybrid rule can also make part of a transparent partnership’s income taxable where associated non-resident investors treat it as opaque and the statutory conditions are met. Tax transparency should therefore be tested against the ownership chain, not assumed from the legal form alone.
The AIF and product-law layers
An SCSp that raises capital from several investors under a defined investment policy may qualify as an alternative investment fund. The AIFM Law then governs the management framework. Because the SCSp has no legal personality, it cannot be authorised as an internally managed AIF and uses an external AIFM where the authorised AIFM regime applies.
The SCSp may also sit under a product law. Under the RAIF Law, a RAIF is not authorised by the CSSF at product level but requires an authorised external AIFM. A SIF or SICAR is authorised and supervised at product level. An SCSp outside those product laws may still be an AIF, so the absence of a CSSF-approved product does not settle the AIFMD analysis.
Accounting and annual governance
Every SCSp must keep accounting records appropriate to its activity. Under the general company-law position, an ordinary SCSp is not automatically required to prepare and file annual accounts. The agreement, investor reporting terms, AIF rules, product law or the legal form of its general partners may create additional obligations.
Annual governance normally covers accounts or financial information, allocations, conflicts, valuation and decisions reserved to partners. The accounting and tax files should follow the LPA economics, especially when several classes, compartments or carried-interest arrangements exist. Separate SCSp accounting guidance addresses that operating cycle in more detail.
Conclusion
The SCSp offers a flexible partnership framework with no legal personality and no statutory minimum capital. Its usefulness comes from the agreement and the partner roles, not from the label alone. Tax transparency, municipal business tax, AIF classification and reporting must each be assessed against the actual structure.
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Frequently Asked Questions
Does a Luxembourg SCSp have legal personality?
No. The SCSp has no legal personality separate from its partners. It nevertheless has its own estate, and assets may be registered in the name of the partnership.
How many partners does an SCSp require?
At least one general partner and one limited partner are required. The general partner has unlimited joint and several liability for partnership obligations, while a limited partner's liability is generally limited to the agreed interest if the statutory limits on external management are respected.
Does an SCSp require minimum capital?
No statutory minimum capital applies. Contributions may be made in cash, in kind or in services under the terms and timing set by the limited partnership agreement.
Is an SCSp subject to Luxembourg corporate income tax?
The SCSp is generally transparent for Luxembourg corporate income tax, so profits are allocated to its partners. Municipal business tax and reverse-hybrid rules require separate analysis and can change that result.
Must the full limited partnership agreement be published?
No. An extract is filed with the RCS. The complete agreement, including detailed governance and economic terms, normally remains private between the partners.
