Société en Commandite Spéciale (SCSp) — Luxembourg

A Société en Commandite Spéciale (SCSp) is a Luxembourg special limited partnership without legal personality, introduced by the Law of 12 July 2013 transposing the EU Alternative Investment Fund Managers Directive (AIFMD). Designed to replicate Anglo-Saxon limited partnership structures (Delaware LP, Cayman ELP, UK LP) under Luxembourg law, the SCSp has become the default wrapper for Luxembourg private-equity, venture-capital, real-estate, infrastructure, and debt alternative investment funds, prized for contractual flexibility, tax transparency, and partial confidentiality (the limited partnership agreement is private and limited-partner identities are not publicly disclosed).

Governing law	Loi du 12 juillet 2013 (AIFM Law) — introducing the SCSp into the Loi du 10 août 1915 (Title VII bis)
Legal personality	None — contracts in the name of the general partner
Minimum capital	None — no statutory floor; LP agreement sets economic terms freely
Partners	≥1 general partner (unlimited liability) + ≥1 limited partner (capped at contribution)
Notarial deed	Not required — private LP agreement
LP agreement public?	No — only a statutory excerpt filed at the RCS
Limited-partner identities	Private — only the general partner is publicly named
Tax regime	Transparent — no entity-level CIT, MBT, or net wealth tax

What is a SCSp under Luxembourg corporate law?

The SCSp is a Luxembourg special limited partnership without legal personality, introduced by the Loi du 12 juillet 2013 transposing AIFMD, governed by the 1915 Law as amended (Title VII bis) plus the AIFM Law where the SCSp qualifies as an alternative investment fund.

The 12 July 2013 reform did three things at once: (i) it transposed the EU Alternative Investment Fund Managers Directive (AIFMD, 2011/61/EU) into Luxembourg law; (ii) it modernised the existing Société en Commandite Simple (SCS) — already a Luxembourg legal partnership form since the 19th century — to make it competitive with Anglo-Saxon LPs; (iii) it introduced an entirely new vehicle, the SCSp, modelled directly on the Delaware LP and Cayman ELP, with the explicit policy goal of providing a Luxembourg-law alternative for international fund structures that had historically been domiciled in the British Channel Islands, Cayman, or Delaware.

The defining feature of the SCSp is the absence of legal personality. Where the SCS has its own legal identity and contracts in its own name, the SCSp's contracts are entered into in the name of the general partner on behalf of the partnership. The SCSp has its own segregated patrimony — creditors of the partnership are paid out of partnership assets before reaching the general partner's other assets — but it is not a separate legal person.

Who are the partners of a SCSp?

A SCSp has at least one associé commandité (general partner, unlimited liability) and at least one associé commanditaire (limited partner, liability capped at their contribution).

The general partner manages the partnership and assumes unlimited joint and several liability for partnership debts; the limited partners contribute capital and share in returns under the LP agreement's distribution waterfall, with liability capped at their committed contribution. The general partner is typically a Luxembourg S.à r.l. or S.A. — the "GP entity" — which itself has limited liability, so the unlimited liability of the GP role is contained inside the GP entity.

Both general partners and limited partners may be natural persons or legal entities, resident or non-resident; the LP agreement is the source of truth for who contributes what, who decides what, and how returns flow. The 1915 Law as amended sets a small number of mandatory rules around partnership formation, register of partners, and partner liability; everything else is contractual.

How is a SCSp incorporated?

A SCSp is incorporated by a limited partnership agreement signed between the general partner(s) and the limited partner(s); the LP agreement is a private contract not filed at the RCS, and only a statutory excerpt (corporate name, registered office, GP identity, purpose, duration) is publicly registered.

There is no notarial deed requirement and no minimum capital threshold. The LP agreement may be in any language and may freely set: capital commitments and drawdown mechanics, GP carried interest and management fees, distribution waterfall (typically European or American style), transfer restrictions on LP interests, governance rights (LP advisory committee, key-person provisions), term and extension provisions, and default and removal mechanics.

The SCSp registers with the Registre de Commerce et des Sociétés (RCS) like any other Luxembourg commercial company, filing the statutory excerpt and the names of the general partner(s). Limited partner identities are NOT public — they appear only in the internal register of partners, which is maintained at the SCSp's registered office and is accessible to the partners themselves (subject to LP agreement provisions on confidentiality).

How is a SCSp taxed?

The SCSp is tax-transparent — there is no entity-level corporate income tax, municipal business tax, or net wealth tax; income and gains flow through to partners and are taxed at the partner level.

The transparency principle is the practical reason the SCSp has displaced offshore LP structures for many fund managers. Cross-border investors are taxed only in their home jurisdiction (or in Luxembourg, if a Luxembourg-resident partner), without an additional layer of Luxembourg corporate tax on the fund itself.

The municipal business tax (MBT) regime contains a carve-out: an SCSp is subject to MBT only if it carries on a commercial activity. Pure fund-investment activities — holding participations, collecting dividends and interest, realising capital gains on investments — are not treated as commercial under standard Luxembourg case law, so a typical AIF-wrapping SCSp pays no MBT. An SCSp engaged in actively trading operating businesses, providing services for fees, or holding intellectual property under a royalty regime may fall into MBT scope; specialist tax advice is then required.

Regime-level subscription taxes may apply where the SCSp is wrapped in a regulated AIF regime: an SCSp inside a SIF is subject to the SIF's annual subscription tax; an SCSp inside a SICAR is not; an SCSp inside a RAIF takes the RAIF's elected tax treatment (either SIF-style subscription tax or SICAR-style risk-capital regime).

How does the SCSp fit into the AIFMD framework?

Where the SCSp pools capital from multiple investors with a defined investment policy, it is an alternative investment fund (AIF) under AIFMD, and its alternative investment fund manager (AIFM) must be authorised or registered with the CSSF (or another EU regulator under the EU passport).

This is a regulatory layer on top of the corporate form, not a property of the SCSp itself. An unregulated SCSp managed by a sub-threshold AIFM (assets under management below the AIFMD AUM thresholds, EUR 100 million leveraged / EUR 500 million unleveraged closed-ended) is registered with the CSSF only; an above-threshold AIFM requires full AIFMD authorisation.

The AIFMD layer brings depositary obligations, valuation rules, leverage reporting, transparency requirements to investors and regulators, and remuneration rules for the AIFM. The SCSp itself sits beneath all of that — it is the corporate vehicle holding the assets and contracting with the depositary, the prime broker, and the portfolio companies.

How does the SCSp compare to the SCS, the Soparfi S.A., and the SICAV?

	SCSp	SCS	S.A. (Soparfi)	SICAV
Governing law	Loi 12 juillet 2013 (1915 Title VII bis)	Loi 1915 (Title VII)	Loi 1915 (Title IV) + LIR 147/166	Loi 17 décembre 2010 (Part I/II)
Legal personality	None	Yes	Yes	Yes
Minimum capital	None	None (recommended ≥ EUR 1)	EUR 30,000 (25% paid)	EUR 1.25 million (UCITS) or per regime
Notarial deed	No	No	Yes	Yes
LP agreement public	No (excerpt only)	No (excerpt only)	n/a (articles of association public)	Articles public; prospectus public
Limited-partner identities public	No	No	n/a	n/a
Tax regime	Transparent	Transparent	Opaque (Soparfi can use participation exemption)	Per regime (taxe d'abonnement etc.)
Typical use	AIFs (PE, RE, debt, infra)	Hybrid commercial/fund	Holding companies, JVs, listed companies	UCITS retail funds

The SCS and SCSp are sister forms — the SCS for cases where legal personality is needed (employment contracts in the partnership's name, real estate held in the partnership's name, certain regulatory regimes), the SCSp for pure fund structures and pass-through vehicles. The choice between SCSp and a corporate Soparfi structure for a holding investment turns on tax transparency vs corporate opacity, governance flexibility vs Anglo-Saxon-style LP familiarity, and substance requirements at the GP entity level.

What this means for different readers

The SCSp is the standard Luxembourg-law analogue of the Cayman ELP or Delaware LP. Use the SCSp for closed-ended PE, VC, RE, infrastructure, or debt funds. Pair it with a Luxembourg-licensed AIFM (or use the EU passport from another Member State's AIFM), and a Luxembourg depositary. The LP agreement does almost all the substantive work — investment policy, distribution waterfall, GP economics, LP rights — with the 1915 Law providing a minimum framework. Substance must sit at the GP entity (the S.à r.l. or S.A. that acts as general partner) — not at the SCSp itself, which has no legal personality and cannot meaningfully have its own personnel.

For a limited partner or institutional investor

Investing into a Luxembourg SCSp means investing into a tax-transparent vehicle that flows income and gains to you at your home-jurisdiction tax treatment. You typically do not appear in the public RCS register — your identity is in the SCSp's internal register of partners, accessible to other partners and to authorities on legal request but not searchable by the public. The GP entity and the AIFM are publicly visible; the LP agreement is not.

For a journalist, researcher, or due-diligence analyst

A SCSp publicly discloses: corporate name, registered office, general partner identity, corporate purpose, duration, and any subsequent corporate events (GP changes, dissolution). The LP agreement and the limited-partner identities are not public. Beneficial owners holding more than 25% of voting rights or shares (or the equivalent in LP commitments) must be filed at the Registre des Bénéficiaires Effectifs (RBE) per the Loi du 13 janvier 2019 — this is the principal public source for LP identity for SCSps where any single LP exceeds the 25% threshold.

Common confusions

SCSp ≠ SCS. The SCSp has no legal personality; the SCS does. Otherwise the two are sister forms with very similar economics and governance.
The SCSp is not itself regulated. AIFMD regulation attaches to the AIFM (the manager), not to the SCSp (the vehicle). An SCSp may be unregulated, registered with the CSSF as a sub-threshold AIF, or wrapped inside a regulated AIF regime (RAIF, SIF, SICAR).
The SCSp is tax-transparent, not tax-exempt. Tax is paid by the partners at the partner level, not by the partnership. Cross-border investors should obtain transparency confirmation from their home-jurisdiction tax authority before investing.

Frequently asked questions

What is the difference between a SCSp and a SCS in Luxembourg? The Société en Commandite Spéciale (SCSp) and the Société en Commandite Simple (SCS) are both Luxembourg limited partnerships with one or more general partners (associés commandités, unlimited liability) and one or more limited partners (associés commanditaires, liability capped at their contribution). The key difference is that the SCSp has no legal personality — contracts are entered into in the name of the general partner — whereas the SCS has separate legal personality. Both are tax-transparent, both can have a partnership agreement that is private (not filed at the RCS), and both were modernised by the Law of 12 July 2013 transposing AIFMD to provide a Luxembourg analogue of the Anglo-Saxon limited partnership for alternative investment fund structuring.

Does a SCSp have legal personality? No. The SCSp does not have legal personality — that is the defining feature distinguishing it from the SCS, which does. In practice the general partner contracts in its own name on behalf of the partnership, and the partnership is not itself a party to those contracts. The SCSp has its own segregated patrimony separately from the patrimony of its partners; creditors of the SCSp are paid out of partnership assets before any claim on partner assets.

What is the typical use case for a Luxembourg SCSp? The SCSp is the default Luxembourg wrapper for alternative investment funds (AIFs) — private-equity funds, venture-capital funds, real-estate funds, infrastructure funds, debt funds, hedge funds. It replicates Anglo-Saxon limited partnership structures (Delaware LP, Cayman ELP, UK LP) under Luxembourg law, which is familiar to international fund investors and managers. The SCSp wraps regulated AIF regimes such as the RAIF, SIF, SICAR, or unregulated AIFs managed by AIFMD-authorised AIFMs.

Is a Luxembourg SCSp subject to corporate income tax? No. The SCSp is tax-transparent — there is no corporate income tax, no municipal business tax, and no net wealth tax at the partnership level. Income and gains flow through to the partners and are taxed at the partner level under each partner's own tax regime. The SCSp may be subject to municipal business tax only if it carries on a commercial activity (which is not typically the case for fund structures), per the Luxembourg case law on partnership commerciality. The SCSp itself may still be subject to specific regime-level taxes if it is wrapped inside a SIF (annual subscription tax) or a SICAR (no subscription tax).

How is a Luxembourg SCSp incorporated? A SCSp is incorporated by a limited partnership agreement (LPA) signed between at least one general partner and at least one limited partner. The LPA is a private contract — it is NOT filed at the Registre de Commerce et des Sociétés (RCS); only a statutory excerpt (corporate name, registered office, identity of the general partner, corporate purpose, duration) is filed. There is no notarial deed requirement and no minimum capital. The LP agreement may be in any language and may freely set the partnership's economic terms, governance, distribution waterfall, and transfer restrictions, subject to a small set of mandatory rules in the 1915 Law as amended by the Law of 12 July 2013.

Sources

Law of 12 July 2013 transposing AIFMD and introducing the SCSp by amendment of the 1915 Law (Légilux n3) — legilux.public.lu/eli/etat/leg/loi/2013/07/12/n3/jo
Law of 12 July 2013 on alternative investment fund managers (AIFM Law, Légilux n1) — legilux.public.lu/eli/etat/leg/loi/2013/07/12/n1/jo
Law of 10 August 1915 on commercial companies (consolidated text), Légilux — legilux.public.lu/eli/etat/leg/loi/1915/08/10/n1/jo
CMS Funds Group — Back to Basics, unregulated SCSp in Luxembourg — cms.law
Arendt — Law of 12 July 2013 on alternative investment fund managers — arendt.com
BSP — AIFM Law and CSSF FAQ updates — bsp.lu
Loi du 13 janvier 2019 establishing the Registre des Bénéficiaires Effectifs (RBE), Légilux