Luxembourg limited partnership: Difference between revisions

no edit summary
No edit summary
No edit summary
Line 1: Line 1:
The {{tag|Luxembourg}} law on commercial companies of 10 August 1915 (the “Companies Law”) until recently recognized only two forms of limited partnership, each of these having a separate legal personality:
The {{tag|Luxembourg}} law on commercial companies of 10 August 1915 (the “Companies Law”) until recently recognized only two forms of limited partnership, each of these having a separate legal personality:
*The '''corporate partnership limited by shares''' (''société en commandite par actions'' or “{{tag|SCA}}”), which is a joint-stock company whose capital is represented by shares in principle freely transferable; and
*The '''corporate partnership limited by shares''' (''[[société en commandite par actions]]'' or “{{tag|SCA}}”), which is a joint-stock company whose capital is represented by shares in principle freely transferable; and
*The '''common limited partnership''' (''{{isdaprov|société en commandite simple}}'' or “{{tag|SCS}}”), which is an “''intuitu personae''” company issuing limited partnership interests that in general are not freely transferable.
*The '''common limited partnership''' (''[[société en commandite simple]]'' or “{{tag|SCS}}”), which is an “''intuitu personae''” company issuing limited partnership interests that in general are not freely transferable.


The Luxembourg law of 12 July 2013 on alternative investment fund managers (the “{{tag|AIFMD}} Law”) transposing the {{tag|AIFMD}} into {{tag|Luxembourg}} law amends the SCS regime and introduces a third form of limited partnership into the Companies Law:
The Luxembourg law of 12 July 2013 on alternative investment fund managers (the “{{tag|AIFMD}} Law”) transposing the {{tag|AIFMD}} into {{tag|Luxembourg}} law amends the SCS regime and introduces a third form of limited partnership into the Companies Law:
*The '''special limited partnership''' (''société en commandite spéciale'' or “{{tag|SCSp}}”).
*The '''special limited partnership''' (''[[société en commandite spéciale]]'' or “{{tag|SCSp}}”).


SCS and SCSp are ''intuitu personae'' entities. However, the SCSp has no legal personality distinct from its partners.  
SCS and SCSp are ''intuitu personae'' entities. However, the SCSp has no legal personality distinct from its partners.