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.
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.
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.