Special Limited Partnership Agreement

It may be dissolved by shareholders by a majority vote representing three-quarters of the ownership shares, unless otherwise stated by the social contract. In the partnership contract, the only komplenurr can be replaced in the case: the formation of a SCSp always requires at least 2 partners, with at least one co-model and one commander. A comple or a commander may be at the same time, unless otherwise provided by the SCSp partnership agreement. The government hopes that its new limited partnership will strengthen its position in the private equity sector. More than ever, Luxembourg plans to make ”onshore” investment funds its workhorse. The particularly single limited partnership (SLP), largely inspired by Anglo-Saxon systems of single limited partnerships, was designed to strengthen Luxembourg`s position as the leading centre for the structuring of alternative investment funds in the EU, at a time when the Managers` Regulation is seen as a potential substitute for product regulation. The structuring of the flexibility and transparency of taxation are the main characteristics of the SLP. One of the main advantages of the SLP is its contractual flexibility. Family physicians, family physicians and LPs define all the terms of the single limited partnership (LPA) contract, including operational and organizational minutiae. The introduction of the SLP and the complete revision of the common limited partnership (CLP) two years ago coincided with the transposition in Luxembourg of the 2011/61/EU Directive on Alternative Investment Fund Managers (AIFMD), but were clearly aimed at going further. Shareholders who are not based in Luxembourg should not themselves be subject to Luxembourg taxes because of the investment in a Lux LP. On the contrary, they should think about how to tax them on the amounts allocated to them by Lux LP in their country of origin. In general, we expect the tax authorities that treat English, Scottish and Channel Island limited partnerships as transparent tax limited partnerships to treat Lux LPs in the same way – although the Lux LPs have recently been introduced in their current form, this has not been tested.

A Lux LP must have at least one partner called an ”unlimited or general partner” at any time who is indefinitely responsible for Lux LP`s debts and obligations. The Compleoder must perform at least some corporate functions with respect to its Lux LP, but may delegate many of its obligations to third parties (this may be the Lux LP manager). A Lux LP must have at least one ”limited partner” at any time whose liability is limited to the amount it intends to contribute to Lux LP. In principle, limited shareholders cannot engage in external management activities (i.e. vis-à-vis third parties). If they do, they can be held jointly liable to these third parties for Lux LP`s debts and commitments to such external management activities (and, if they do so regularly, they are treated as if they were a comple or Lux LP). However, it is expressly permissible to be involved in internal management acts without losing its status of civil liability. The 1915 Act contains a non-exhaustive list of acts constituting ”internal administrative acts,” including the exercise of their rights as sponsorship, the advice or opinion of Lux LP, the exercise of control or monitoring of Lux LP`s operations, and the provision of loans, guarantees or guarantees or any other type of assistance to LuxP.