Legal structure of a Partnership Limited by Shares (SCA)

1. Concept

The Partnership Limited by Shares (Société en commandite par actions, SCA) is a corporation which, at the same time, shows the characteristics of a partnership. A Partnership Limited by Shares (SCA) consists of at least one shareholder subject to unlimited liability (general partner) as well as a natural or legal person who has contributed to the share capital with a particular contribution (limited partner). The latter is liable for the Partnership Limited by Share’s (SCA) liabilities only for a sum matching his contribution. Insofar as not otherwise provided, the provisions on Public Limited Companies (PLC., Corp./SA) in Luxembourg apply to Partnerships Limited by Shares (SNC) in Luxembourg.

2.    Formation

A Partnership Limited by Shares (SNC) in Luxembourg is formed through the recording of its articles of association by a notary as well as its registration in the Trade and Companies Register. At least one personally liable shareholder (general partner) is required to be mentioned by name in the said articles of association.

3. Minimum capital

The provisions on Public Limited Companies (PLC., Corp./SA) in Luxembourg apply in respect of the minimum capital of the shareholders of a Partnership Limited by Shares (SCA). According to that, the minimum capital of a Partnership Limited by Shares (SCA) in Luxembourg is 31,000 EUR. The Partnership Law provisions, which contain no minimum capital requirements, apply in respect of the capital contributions of the general partners.

4.    Company name

The company name of a Partnership Limited by Shares (SCA) is permitted only to contain the name of one or more than one of its personally liable shareholders (general partners).

5. Organisation

5.1. General meeting

The general meeting of a Partnership Limited by Shares (SCA) in Luxembourg has significantly less competences than those of a Public Limited Company (PLC., Corp./SA) in Luxembourg. In particular, its resolutions on the amendment of the articles of association require the consent of the Partnership Limited by Share’s (SCA) managing director.

5.2. Board of directors

The board of directors of a Partnership Limited by Shares (SCA) in Luxembourg is not elected. Instead, it mandatorily consists of those shareholders subject to unlimited liability (general partners). The said shareholders are responsible for the management of and representation of the Partnership Limited by Shares (SCA).

5.3. Commissaire

At least three commissaire are required to carry out the supervision of a Partnership Limited by Shares (SCA) in Luxembourg.

Tax structure of a Partnership Limited by Shares (SCA)

In respect of taxation, a distinction is made between the general partners as well as the Partnership Limited by Shares (SCA) itself together with the limited partners of a Partnership Limited by Shares (SCA) due to its hybrid structure.

The general partners and their capital contributions are taxed in accordance with the Partnership Law provisions whilst the Partnership Limited by Shares (SCA) and its limited partners are treated as a corporation and/or shareholders for corporate taxation purposes.

LEGAL and TAX ADVICE and SUPPORT

Our lawyers and tax experts stand ready to advise you personally and free of charge during the decision-making process and throughout the  formation/incorporation/setting up process of a Partnership Limited by Shares (SCA) in Luxembourg.

Please contact us by telephone through the following telephone number

00352 250 345 27

(Monday - Friday between 9am and 4pm)

or by e-mail at the following e-mail address
info(at)startup-luxembourg.com

or simply use our online contact form.

THE PREDOMINANT BUSINESS FORMS IN LUXEMBOURG

Companies in Luxembourg are predominantly formed in the following legal forms:

  • Public Limited Company (PLC., Corp./SA)
  • Limited Liability Company (LLC., Ltd./SARL)

Other legal forms in Luxembourg play a minor role. This includes the Partnership Limited by Shares (SCS), the Limited Partnership (LP./SCA) as well as the General Partnership (GP./SNC).