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.
In short
The SCSp (special limited partnership) in Luxembourg is a structure without legal personality, tax transparent and highly flexible contractually. It is formed by a simple contract, without a notary, and rests entirely on the quality of the partnership agreement. It is favoured for alternative investment funds.
Responsible for legal content: Maître Cora Maglo, Avocate à la Cour, Liste I du Barreau de Luxembourg depuis 2009. · Applicable law: Luxembourg
Setting up an SCSp in Luxembourg: key points at a glance
| Item | What to know |
|---|---|
| Fees | On a quote basis. Depending on the complexity of the vehicle and any applicable regulation. |
| Indicative timing | Quick to form (a private agreement) once the partnership agreement has been finalised. |
| Documents required |
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| Deliverables |
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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).
Setting up an SCSp in Luxembourg: when should you call on the firm?
You are structuring a flexible and tax-transparent investment vehicle.
The SCSp rests entirely on the quality of the partnership agreement.
What happens if you do nothing?
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 does the firm step in?
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.
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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.
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Founded in 2013; Maître Cora Maglo has been admitted to the Luxembourg Bar since 2009
- 2013
- independent firm
- 2009
- at the Bar since 2009
- 4,7/5
- 81 Google reviewsRead reviews
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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
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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.F. P.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.N. W.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.T.They talk about us
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