Companies & entities
Setting up an SCSp in Luxembourg
The SCSp (special limited partnership) is a Luxembourg structure without legal personality, tax-transparent and highly flexible from a contractual standpoint. Formed by a simple agreement (without a notary), it is favoured for alternative investment funds. The firm drafts the partnership agreement and frames its governance.
Legal content reviewed by Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009.
The SCSp, introduced in 2013, rests on freedom of contract: a general partner (the manager, with unlimited liability) and limited partners (the investors, whose liability is limited to their contributions). It has no legal personality of its own and is tax-transparent.
Cerno Law Firm drafts the partnership agreement, organises the governance and articulates the SCSp with its general partner (often an SARL).
The need
You are structuring a flexible and tax-transparent investment vehicle.
The SCSp rests entirely on the quality of the partnership agreement.
The risk
An incomplete partnership agreement, confusion between the roles of general and limited partners, or poorly controlled unlimited liability of the general partner.
Weak drafting undermines the whole vehicle.
How we help
Drafting the partnership agreement, structuring the general and limited partners, articulating the vehicle with the manager and addressing any regulatory compliance.
Precise framing of powers and liability.
Practice areas
When to call on the firm
- Structure an alternative investment fund.
- Set up a co-investment vehicle.
- Organise a tax-transparent structure.
- Separate management from capital providers.
Method
Our engagement process
- 1
Information intake
You describe your need via a structured form or an initial call. Our digital tools serve only to organise this information and save time.
- 2
Lawyer qualification
Maître Maglo reviews your situation, identifies the legal issues and confirms the feasibility and exact scope of the engagement.
- 3
Transparent quote
You receive a clear fee proposal, a fixed fee or a range, before any engagement. Nothing is billed without your approval.
- 4
Legal work
The firm drafts, negotiates or litigates as required. Every deliverable is designed and approved by a lawyer admitted to the Luxembourg Bar.
- 5
Tracking and delivery
You follow your matter transparently and receive your finalised documents with the explanations you need.
Documents required
- • Diagram of the vehicle and its investors
- • Role of the general partner (manager)
- • Investment objectives
Deliverables
- • Partnership agreement of the SCSp
- • Structuring of the governance
- • Articulation with the manager
Indicative timing
Quick to form (a private agreement) once the partnership agreement has been finalised.
On a quote basis
Depending on the complexity of the vehicle and any applicable regulation.
FAQ
Frequently asked questions
Does the SCSp have legal personality?
No. This is what distinguishes it from the SCS: the SCSp has no separate legal personality, which reinforces its tax transparency.
Is a notary required for an SCSp?
No. The SCSp is formed by a simple private agreement, which makes it quick to put in place.
Who is liable in an SCSp?
The general partner (manager) bears unlimited liability; the limited partners (investors) are liable only up to the amount of their contributions.
Member of
Affiliations & réseaux professionnels
Free guide · PDF
The practical guide to secure your next step
Checklists, key steps and points to watch, prepared by the firm. Get it instantly, no strings attached.
- The key steps, explained simply
- The documents to prepare
- The common mistakes to avoid
Free diagnostic
Not sure where you stand? Get an answer in 2 minutes.
A few questions are enough to identify your need and the right legal answer, with no sign-up and no commitment.
Choosing Cerno means choosing over 17 years of experience
- 2013
- independent firm
- 2009
- at the Bar since 2009
- 7
- working languages
- 100+
- companies & SOPARFI structured
- 200+
- visas & residence permits obtained
- 170
- client nationalities served
- 300+
- due diligence reviews conducted
Around twenty M&A transactions supported · one of the best visa approval rates in Luxembourg.
Since 2009, we devote our expertise to your satisfaction: more than 85% of our clients renew their trust in us.
Our work
Representative matters, anonymised
Typical examples of engagements handled by the firm, presented in an anonymised and illustrative manner. Each matter is handled and validated by a lawyer registered with the Luxembourg Bar.
A holding company and a residence permit, in a single process
Incorporation of a SOPARFI for a non-resident investor, combined with obtaining their residence permit. A single point of contact across both fronts.
Permit obtained in 6 weeksA similar matter? Companies & governanceFounders protected before the funding round
Structuring a shareholders’ agreement and governance for a young company with several founders, ahead of a funding round.
Shareholders’ agreement signed before the roundA similar matter? Debt recoveryA debt recovered across borders
Cross-border recovery of unpaid debts for an SME, through an order for payment and coordination with a foreign colleague.
Receivable recovered in full (100%)A similar matter? Employment lawAn executive defended before the Labour Tribunal
Supporting an executive in a contested dismissal, from strategy to representation at the hearing.
Case argued at the hearingA similar matter? ContractsA secured international distribution
Negotiating and securing an international framework distribution agreement, from liabilities through to the competent jurisdiction.
Competent jurisdiction securedA similar matter?Typical, anonymised examples, for illustration only. They do not prejudge the outcome of a matter, which depends on each situation.
Entrust my matter to the firmExpertise & authority
Ongoing review and analysis of Luxembourg and European case law
Avocate à la Cour, List I of the Luxembourg Bar since 2009
Trained at the London School of Economics, formerly at Clifford Chance and Bonn Steichen & Partners
Member of international networks: EILN, AEA, Cross Border Advisory Solutions
Every matter handled and approved by a lawyer admitted to the Bar
Support in 7 languages, clients of 170 nationalities
Testimonials
What our clients say
Had a consultation with Me Cora Maglo about my Luxembourg Blue Card application. She explained everything clearly: the process, timeline and documents I need, and helped me with my wife’s family reunification too. Honest and practical advice. I felt confident after talking to her.Farshid Pourlatifi
J’ai beaucoup apprécié le service de Maître Maglo : son sérieux, sa sympathie, son professionnalisme et sa disponibilité. Toujours répondu rapidement et clairement, avec des conseils pragmatiques, sans pousser à des procédures longues et coûteuses lorsqu’elles ne sont pas justifiées.Nathan Wirtzfeld
Super assistance and great support! Highly recommend. All my questions were answered, Cora and her team kept me updated all the time. I will definitely reach out to them next time for my residency.Tatiana
They talk about us
The firm referenced and cited
Professional directories, business press and legal publications where Cerno Law Firm and Maître Cora Maglo are referenced.
Let’s talk about your matter
Describe your situation: you receive an initial analysis and a transparent quote, with no obligation. One dedicated lawyer, from start to finish.