The SCA structure is a type of public company that is often used to structure investment vehicles. It is a partnership limited by shares. The SLP consists of at least one general partner (“GP”) and one or more sponsors. The partner can be a general practitioner and LP at the same time. Although the general partner is jointly and severally liable for all of the company`s obligations on its assets and private assets, LP`s liability is limited to the limit of its contributed shares. Therefore, any liability incurred by SLP in connection with its formation, operation or liquidation is considered an obligation of SLP in this regard. Luxembourg partnerships are not subject to a specific regulatory status per se. It is therefore possible to use the SLP for the formation of a supervised investment company either in the form of a SICAV within the framework of the specialised investment fund, or a venture capital investment (SICAR) under the Law of 15 June 2004 on venture capital investment companies. He has a real estate project that requires a significant capital investment. His various contacts, wealthy individuals, family members or friends are interested in subscribing to a real estate vehicle managed by our client, because he has sufficient expertise to carry out this project. This SARL, with the first new partner (limited partnership), creates a special limited partnership and becomes general manager of this SLP. However, in order to achieve full tax transparency, it is necessary to continue to ensure that the unregulated SLP does not carry out a commercial activity per se. The LPA can take the form of a notarial deed or a private agreement.
In addition, only an extract from the LPA must be filed with the Luxembourg Trade and Companies Register and then published in Mémorial C. The mandatory content of the extract includes only the name, period, a specific designation of family physicians and the designation of administrators and their signing powers. Gainful activities remain outside the sphere of commercial activity. These are mainly civil activities carried out with the aim of obtaining investment and making a (potential) profit. However, they are not considered a commercial activity, although they are carried out by the partnership in order to generate profits for the partners. SLP shareholders are granted voting rights proportional to their shareholdings in the company. However, the distribution of voting rights may be freely determined by the shareholders of the LPA. As a result, it is possible that the participations do not even have any voting rights. The tax exemption of the partner`s income is granted on condition that the general partner, as a Luxembourg capital company, holds less than 5% of the shares. – distributions to members, whether in the form of a distribution of profits or a refund of shares, which may benefit from the umbrella structure, allowing the establishment of fully separate portfolios of assets (sub-funds or sub-funds); A special limited partnership or SLP is the Luxembourg version of the similar Anglo-Saxon limited partnership. It is a tax-efficient regime that offers full tax transparency and neutrality.
In addition, the SLP offers a high degree of contractual flexibility and is cost-effective as fundraising and structuring investments take place in a single jurisdiction. If the company is managed by one (or more) general partners and is a Luxembourg commercial company holding more than 5% of the shares in the company`s share capital, the partners` profits are proportional to their shares in the partnership or according to the way in which the profits are used in accordance with the company`s articles of association: taxable. Our client consists of a SARL-type company with a capital of 12,500 euros, of which he is the sole director and shareholder. A NAV is calculated once a month and the LLC collects management fees and performance fees for SLP`s asset management. The SARL company becomes an alternative fund manager (AIFM) but is not subject to all the obligations arising from the AIFM Directive because its total assets do not reach 100 million euros. A NYSE Human Resources Committee assigns a representative sample of securities listed on the New York Stock Exchange to each SLP. Multiple SLPs can be assigned to each number. With the introduction of SLP as a new investment vehicle in Luxembourg, the Grand Duchy of Luxembourg has strengthened its competitive power by allowing Luxembourg to position itself on the market on an equal footing with the legal systems offered by the Anglo-Saxon limited partnership system. Many of his contacts, wealthy individuals, family members or friends are interested in subscribing to shares in the vehicle managed by our client. SLP issues shares to new shareholders (LPs). Flexibility (which can be freely organized within the framework of the articles of association) regarding: SLP may refer to: Sylvania Platinum Limited | Sylvania Pl | Speech-Language Pathologist| Speech-Language Pathologist| Several large pipes | Skylon Global Capital Yield Trust The following table shows the differences between CLP and SLP: Luxembourg tax law (LTL) clearly distinguishes between commercial activities and activities that are “only” considered to be gainful activities.