Legal structure of a Limited partnership (LP./SCS)

1.    Concept

A Limited Partnership in Luxembourg (LP./ Société en commandite simple) is a partnership having at least two shareholders, namely a ‘general’ partner who is subject to unlimited liability and a ‘limited’ partner subject to limited liability.
The general partner is responsible for the management of a Limited Partnership (LP./SCS) in Luxembourg. Moreover, the liability of the said partner for the liabilities of the Limited Partnership (LP./SCS) is secondary, joint and several and unlimited.

In contrast thereto, the limited partners are liable for the liabilities of a Limited Partnership (LP./SCS) only to the extent of that amount that they have contributed (the limited liability sum). Such partners are consequently not permitted to carry out the management of the business and have restricted controlling rights.

2. Formation

A Limited Partnership (LP./SCS) is formed through the conclusion of a partnership agreement between at least two persons and will subsequently be registered in the Trade and Companies Register. The registration in the Trade and Companies Register is accordingly of declaratory effect only.

3. Minimum capital

There is no minimum capital requirement for a Limited Partnership (LP./SCS) in Luxembourg.

4. Company name

The company name of a Limited Partnership (LP./SCS) in Luxembourg must contain the surname of at least one of the partners subject to unlimited tax liability (general partners). The using of the names of other persons, particularly the names of the limited partners, is not permitted.

Tax Structure of a Limited Partnership (LP./SCS)

A Limited Partnership (LP./SCS) in Luxembourg is not subject to taxation as such. Instead, every shareholder of a Limited Partnership (LP./SCS) is liable to taxation in Luxembourg on their share of  the income and assets of the company as well as on their private income and assets.


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 Limited Partnership (LP./SCS) in Luxembourg.

Please contact us by telephone through the following telephone number

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Chambre de Commerce 
Luxembourg's Chamber of Commerce

Chambres des Métiers
Luxembourg's Chamber of Trade (only in French)

Ministère des Classes Moyennes et du Tourisme
Luxembourg's Ministry of the Middle Classes, Tourism and Housing

Registre de commerce et des sociétés de Luxembourg
Luxembourg's Trade and Companies register

Administration des Contributions directes
Luxembourg's Direct Tax Administration (only in French)

Administration de l ́Enregistrement et des Domaines
Luxembourg's Land Registration & Estates Department (Indirect Tax)

Centre commun de la sécurité sociale
Luxembourg's Joint Social Security Centre

Commission de Surveillance du Secteur Financier Luxembourg's Financial Market Authority

Inspection du Travail et des Mines
Luxembourg's Inspectorate for Labour & Mines