In the event of nullity, the shares of ownership can only be transferred, subdivided or pledged under the terms of the social contract. The SLP`s lack of legal personality offers unprecedented structuring flexibility and maximum contractual freedom, while reducing the scope of mandatory corporate law requirements that otherwise apply to commercial enterprises. The terms and conditions of SLP`s sale can therefore only be established in the single limited partnership agreement, with very limited effects of certain mandatory legal provisions. If the social contract for the appointment of executives is silent, all partners can engage the company. To form a SCSp, you always need at least 2 partners with at least one partner and a sponsorship partner. A comple or a commander may be at the same time, unless otherwise provided by the SCSp partnership agreement. The introduction of the SLP and the complete revision of the common limited partnership (CLP) two years ago coincided with the transposition in Luxembourg of the 2011/61/EU Directive on Alternative Investment Fund Managers (AIFMD), but were clearly aimed at going further. Sponsorship-based Anglo-Saxon companies have for many years been the “Go to” vehicle for private private equity structures. This is mainly due to the fact that they have the advantages of investor familiarity to be exempt from any corporate tax surcharge, to maintain limited investor liability and to be generally treated as tax-transparent, so that there are no tax leaks at the fund level. The SLP consists of at least one general partner (“GP”) and one or more sponsors. The partner can be both a family doctor and an LP. While the family doctor is jointly responsible for the company`s possible obligations with regard to its private assets and assets, LP`s liability is limited to the extent of its participation. Therefore, any liability that SLP must assume in connection with its creation, operational activities or liquidation is considered an obligation of the SLP in this regard.
The SLP is defined as a partnership based, for a limited period or indefinitely, between one or more partners of the company who are jointly responsible for the company`s obligations and one or more sponsors whose liability is not greater than their social interest, in a single form or not, in accordance with the terms of the limited partnership agreement. The Luxembourg Act of 10 August 1915 on commercial companies as amended (the 1915 Act) contains a very limited set of mandatory provisions and leaves the partners with great flexibility in defining the constitutional rules of Lux LP in their administrative document (i.e. in the agreement on the limited partnership). For example, unlike the Limited Partnership (the SCA, which is commonly referred to as a limited-share social corporation in English), Lux LPs are not subject to the legal constraints and formalities that apply to Luxembourg companies. The underlying principle of Lux LP is a principle of contractual freedom and the parties are free to conclude on the terms that best suit them from a commercial point of view. Although there are certain provisions relating to failures under the 1915 Act, they are generally still repealed by more appropriate conditions in the single limited partnership agreement. The SCSp is bound by the actions of a director, even if they exceed the objective of the undertaking, unless the SCSp can show that the interested third party knew or could not foresee that these acts exceeded the purpose of the undertaking in the circumstances (the publication of the partnership agreement is not sufficient evidence). There is no legal obligation to have the agreement issued by a notary. The address of the SCSp is located at the headquarters (administrative centre) which is supposed to be the same as the statutory seat mentioned in the social contract.