The special limited partnership in Luxembourg (SLP)
is a flexible type of partnership different from others because it has no legal personality. Its advantages lie not only in its simplicity and flexibility but also in its transparency. This form of partnership, along with other like the common limited partnership are preferred by foreign investors in Luxembourg
, especially those who activate in private equity.
The particularities of a SLP
The special limited partnership has no legal personality, meaning that its founders are fully liable for the debts and obligations. At the same time, this allows for a great degree of flexibility, especially when deciding upon the agreement of the partnership. There are two types of partners needed to form the SLP in Luxembourg: at least one general partner who has unlimited liability for the structure and at least another partner (or more) who is liable only to the extent of the contributions made within the partnership.
The partners are allowed to decide upon a great number of issues regarding the organisation and functioning of the SLP, such as:
- the majority rules;
- the rules for admitting new partners;
- the issuance of new partnership interests
- dividend payment;
- the liquidation procedure, etc.
The contributions to the SLP can be in cash or in kind. Voting rights within the special limited partnership are more flexible: the traditional one share-one vote rule does not apply and the partners can design their own voting and economic rights.
Registration and taxation
The special limited partnership
must be registered at the Luxembourg Trade Register
. If the SLP is used as a regulated vehicle it is not subject to corporate income tax, municipal business tax and wealth tax. Our experts can give you more information about the taxation regime
for partnerships in Luxembourg.