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Company Formation Luxembourg



Special Limited Partnership in Luxembourg

Updated on Friday 23rd July 2021

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Special-Limited-Partnership-in-Luxembourg.jpgThe 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 others like the common limited partnership are preferred by foreign investors in Luxembourg, especially those who activate in private equity.
Our company registration agents in Luxembourg can help you set up a special limited partnership in Luxembourg or choose another of the available types of companies.

The particularities of a SLP in Luxembourg

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 organization and functioning of the SLP, such as:
  1. the majority rules;
  2. the rules for admitting new partners;
  3. the issuance of new partnership interests
  4. dividend payment;
  5. 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 of SLP

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.

The use of special limited partnership in Luxembourg

A special limited partnership in Luxembourg is normally created for establishing a different kinds of funds, such as:
  • Venture capital fund.
  • Pledge fund.
  • Private equity fund.
  • Microfinance fund.
  • Private debt fund.
  • Assets fund.
One should note that there are no restrictions regarding the type of investors establishing a special limited partnership in Luxembourg. Our dedicated agents with experience in business formation and investment funds can provide the necessary assistance and support for registering a special limited partnership in Luxembourg.

Management of SLP in Luxembourg

According to the Luxembourg Law, and particularly the Commercial Companies Law 1915, one or more managers can be in charge of a special limited partnership, even if they are unlimited partners. Any problem related to the management of SLP in Luxembourg enters the attention of executives.  
In the case the management of a SLP in Luxembourg is handled by a third party, such party will only be responsible for the performance of this type of company. We have a team of specialists who can tell you more about the management of a special limited partnership in Luxembourg.

Advantages of SLP in Luxembourg

This kind of company presents a series of benefits that are attentively measured by investors who want to generate and enjoy profits in Luxembourg. Below you can see a few advantages of a special limited partnership in Luxembourg:
  • Compared to other investment vehicles available on the market, the special limited partnership is less expensive. There is no need for a deposit.
  • A SLP in Luxembourg has no legal personality, and therefore, it offers a certain level of flexibility.
  • Confidentiality is another great advantage linked to special limited partnerships in Luxembourg. There is no information disclosed about the limited partners.
  • There are no complex formalities for opening a SLP in Luxembourg, so one can start the activities relatively fast.
International investors who want to set up a special limited partnership in Luxembourg can be guided by one of our agents. We have the necessary expertise to help foreigners start a business in Luxembourg by managing the procedures implicated.

Why open a SLP in Luxembourg?

SLP is a great investment tool for those interested in private equity funds, real estate funds, infrastructure funds, tangible assets, and even microfinance funds. Drafting and depositing the documents of a special limited partnership are important tasks that can be properly handled by one of our company formation representatives in Luxembourg.
You can ask for a free case evaluation or send your requests and let us provide you with the best options for your future activities in Luxembourg.

Making investments in Luxembourg

Luxembourg is one of the most powerful business centers in the world, a founding member of the World Trade Organization (WTO) and the Organization for Economic Co-operation and Development (OECD), which gives the country a solid status among the countries of the European Union.
With a stable economy, permissive legislation, excellent infrastructure, and a favorable charging system, Luxembourg is among the preferred countries for opening or developing a business. The formalities for setting up a company are quite simple, and foreign investors can open their operations in sectors such as finance, information, and communication technologies, research and development, automotive, shipping, and logistics. Here are some data and statistics that outline the economic direction of Luxembourg:
  1. Nealy USD 129 billion represented the total FDI stock for Luxembourg in 2019.
  2. In matters of simplified business formalities, Luxembourg ranked 72nd out of 190 worldwide economies, according to the 2020 Doing Business report.
  3. A series of fiscal benefits are offered for businesses activating in sectors like biotechnology, financial services technology, ICT, and more.
  4. The 2020 Global Competitiveness Index ranked Luxembourg 18th by the World Economic Forum.

Working with our agents in Luxembourg

Those interested in starting a business in Luxembourg can be guided by one of our agents with experience in the field. There is no need to worry about the formalities involved in the process of company formation, as our specialists can manage all the tasks in a professional manner. Working with our company formation experts in Luxembourg means relying on confidence, professionalism, and efficiency right from the start.
For more details about investment vehicles and other types of companies please contact our company formation agents in Luxembourg.

Meet us in Luxembourg

Contact our specialists in company formation in Luxembourg, who have a large experience in finance and international business. 

Set up an appointment with us at (+352)278 617 15. Alternatively you can incorporate your company without traveling to Luxembourg.

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The team from CompanyFormationLuxembourg.com is very qualified and benefits from extensive expertise in this area. I would definitely recommend them to any entrepreneur decided to start his own business here.

Mihai Cuc, Partner of
Enescu&Cuc; Law Firm

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