Special Limited Partnership (SCSp)

Introduced in 2013 as part of Luxembourg’s implementation of the AIFM Directive, the SCSp is modeled on the Anglo-Saxon limited partnership. It is formed by a general partner with unlimited liability, which manages the partnership, and limited partners whose liability is capped at their commitments. It has no separate legal personality, and the partnership agreement is largely free to set economic terms such as capital calls, distributions, carried interest and transfer restrictions. Only limited extracts need to be published.

The SCSp is generally tax transparent for Luxembourg corporate income tax and net wealth tax purposes. There is no minimum capital requirement. It can be used as an unregulated vehicle managed by an authorized or registered AIFM, or it can take a regulated or semi-regulated wrapper such as a SIF or a RAIF.

For operations, an SCSp managed by an authorized AIFM must produce an annual report under AIFMD, maintain capital accounts per partner, and track commitments, drawdowns and distributions accurately. Accounting and audit obligations depend on the wrapper and the AIFM’s status; confirm current requirements with Luxembourg counsel.