The Luxembourg Special Limited Partnership (SCSp) is a tax-transparent, contractually flexible partnership without legal personality — the vehicle of choice for private equity, venture capital, real estate, private debt and co-investment structures. It combines Anglo-Saxon limited-partnership familiarity with Luxembourg's stable legal environment and EU market access. As an unregulated vehicle, an SCSp can be launched quickly and tailored precisely to a fund's economics. We serve fund sponsors, GPs, family offices and institutional managers — across our US, DACH, French and UK desks.
| Regulator | Not a regulated product; not supervised by the CSSF as a fund. The AIFM (where required) is supervised by the CSSF or its home regulator. |
|---|---|
| Time to market | Days to a few weeks — formed by private limited partnership agreement, no product approval. |
| Eligible investors | No statutory restriction for the unregulated SCSp; eligibility is driven by AIFMD marketing rules and the LPA. |
| Minimum capital | None. |
| AIFM | Required only if the SCSp qualifies as an AIF. Below the AIFMD de minimis thresholds (€100m leveraged / €500m unleveraged) a registered sub-threshold AIFM may suffice; an authorised AIFM is needed for the EU marketing passport. |
| Depositary & administration | No standalone statutory requirement for an unregulated SCSp; a depositary and central administration become necessary where a full-scope AIFM manages the fund or for EU marketing. |
| EU distribution | AIFMD marketing passport with an authorised EU AIFM; otherwise national private placement regimes (NPPR). |
| Tax | Tax-transparent for corporate income tax and net wealth tax; no withholding tax on distributions. Municipal business tax may apply if the SCSp carries on a commercial activity. |
We lead the full formation and lifecycle of your SCSp from a single senior team: structuring the fund and its holding tiers, drafting the limited partnership agreement, subscription documents and side letters, and coordinating the appointment and negotiation of service providers — AIFM (where required), depositary, administrator, auditor and tax adviser. We manage regulatory filings and AIFMD marketing notifications, handle each closing, and stay with you through capital calls, distributions, restructurings and wind-down. Fixed fees are agreed up front, so you always know the cost.
A Special Limited Partnership (société en commandite spéciale) is a Luxembourg partnership without legal personality, formed by contract between one or more general partners (GPs) and limited partners (LPs). It is widely used as an unregulated alternative investment fund vehicle.
Yes. An SCSp is treated as tax-transparent for Luxembourg corporate income tax and net wealth tax, and there is no withholding tax on distributions. Investors are generally taxed in their own jurisdictions.
Only if it qualifies as an alternative investment fund under AIFMD. Below the de minimis thresholds, a registered sub-threshold AIFM may be sufficient; an authorised AIFM is required to use the EU marketing passport.
No. There is no statutory minimum capital requirement, which makes the SCSp highly flexible for funds of any size.
Not as an unregulated vehicle in itself. A depositary and central administration become required where a full-scope AIFM manages the fund or where the fund is marketed in the EU.
Yes, using the AIFMD marketing passport when an authorised EU AIFM is appointed; otherwise distribution relies on national private placement regimes.
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