83,582
edits
Amwelladmin (talk | contribs) No edit summary |
Amwelladmin (talk | contribs) No edit summary |
||
(4 intermediate revisions by the same user not shown) | |||
Line 1: | Line 1: | ||
===Partnerships created by the Companies Law=== | |||
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; | *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 | ||
and | *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 '''common limited partnership''' ( | |||
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: | ===Partnerships created by the AIFMD Law=== | ||
*The '''special limited partnership''' (''société en commandite spéciale'' or “{{tag|SCSp}}”). | 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 {{tag|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}}”). Unlike the [[SCS]] and [[SCA]], which both are ''intuitu personae'' entities, the {{tag|SCSp}} has no legal personality distinct from its partners, and may have a different treatment therefore for {{tag|netting}} purposes (in otherwords, check your opinion to make sure it covers an {{tag|SCSp}}). | |||
Whereas assets contributed to the {{tag|SCS}} are owned by the {{tag|SCS}} itself, assets contributed to an {{tag|SCSp}} are owned by its partners, but the Companies Law explicitly provides that they can be recorded in the name of the {{tag|SCSp}}, and those assets can only satisfy claims in relation to the creation, conduct or dissolution of the {{tag|SCSp}}. As a result: | |||
*A creditor with a personal claim against a partner of an SCSp cannot make a claim against assets owned by that partner that are attributable to the {{tag|SCSp}}. | |||
*The {{tag|SCSp}} will have its own creditors and may be entitled under the partnership agreement to borrow for its own account. Despite the absence of a legal personality, the {{tag|SCSp}} benefits from other features generally attached to the legal personality – for example, it has its own registered office and it can sue and be sued. But check that you have a close out netting opinion in place. (Did I already say that?) | |||